Board charter

1. Introduction

The State Insurance Regulatory Authority (SIRA) is a NSW Government agency responsible for the regulation of NSW workers’ compensation, motor accidents and home building insurance schemes.

The objectives, functions, and governance of SIRA are set out in the State Insurance and Care Governance Act 2015 No. 19 (the SICG Act). The provisions of the SICG Act prevail over any inconsistency with this Charter.

2. Roles and responsibilities

2.1 Functions of the SIRA Board

The SIRA Board is classified as a B5 entity under the Classification and Remuneration Framework for NSW Boards & Committees.

The SIRA Board has the following functions under s18(5) of the SICG Act:

• to determine the general policies and strategic direction of SIRA
• to oversee the performance of the activities of SIRA
• to provide the Minister with any information relating to the activities of SIRA that the Minister requests
• to keep the Minister informed of the general conduct of SIRA’s activities and of any significant development in SIRA’s activities
• such other functions as are conferred or imposed on it by or under this or any other Act or law.

The Motor Accidents Compensation Act 1999 imposes the following specific functions on the SIRA Board:

• approving the issue, amendment, revocation, or replacement of Premiums Determination Guidelines (Chapter 2, Part 2.3, s24(4))
• receiving audit reports on CTP insurer investment of insurance funds and compliance with insurer guidelines (Chapter 7, Part 7.2, s177(7))
• in the case of the Chair, comprising part of a committee to advise SIRA in relation to whether a civil penalty should be imposed on an insurer for contravening its licence, the Act, regulations, or Insurance Industry Deed, instead of suspending the insurer’s licence (Chapter 7, Part 7.1, s166(3)(a)).

The Motor Accident Injuries Act 2017 (MAI Act) imposes the following specific functions on the SIRA Board:

• approving any inclusions, changes, or omissions to the Motor Accident Guidelines on premium determination matters (Part 10, Division 10.2, s10.3)
• approving the undertaking of a review by SIRA of the premium income of insurers to determine whether premiums and fund levies should be adjusted to avoid excess profits and losses, if the average realised underwriting profits for one or more years are substantially greater or less than the average filed profits (Part 2, Division 2.3, s2.25)
• approving the publication of information about CTP insurers under the MAI Act, including information about (Part 9, Division 9.1, s9.15(a) – (e)):
  • compliance with the Act, its regulations and the Motor Accident Guidelines, licence conditions and the Insurance Industry Deed
  • premiums pricing for third-party policies
  • profitability of insurance operations
  • comparisons of insurer performance in relation to claims
  • any other information that SIRA considers should be made public in the public interest
• receiving reports determining insurer profitability, including how insurers have invested funds and complied with the MAI Act and associated regulations or guidelines (Part 9, Division 9.2, s9.22(8)).

The Home Building Act 1989 (HB Act) imposes the following specific functions on the SIRA Board:

• the Chair of the SIRA Board is to sit as a member of a special committee convened to advise on the imposition of a civil penalty in relation to a breach of a licence, the Act or regulations (Part 6C, Division 1, s105M(4))
• the Board is to approve the form and type of information published about licensed insurers including information about the level of compliance with the requirements of and duties imposed by this Act, the Regulations and the Insurance Guidelines, as well as information about pricing of premiums and profitability of insurers (Part 6C, Division 1, s105R(2))
• Board approval is required for SIRA to impose, revoke or vary a condition on a licence held by a licensed insurer or licensed provider (Part 6C, Division 1, s105H(3)), including the licence held by the Self Insurance Corporation (Part 6C, Division 1, s105B(4))
• SIRA may from time to time carry out an audit to determine the profitability of a licence holder in which case it must report on any such audit to the Board of SIRA on a confidential basis (Part 6C, Division 2, s105W(8)).

2.2 Minister

The role and responsibilities of the Minister include:

• approving proposed amendments to SIRA legislation for consideration by Cabinet and Parliament
• approving proposed regulations under SIRA legislation, and amendments to regulations for consideration of the Governor in Council
• making recommendations to Cabinet about SIRA Board membership
• requesting and considering information from the SIRA Board on the general conduct and significant developments in SIRA’s activities
• exercising the Minister’s statutory functions.

The Minister may give SIRA written directions, if satisfied that it is necessary to do so in the public interest, but otherwise SIRA is not subject to the control and direction of the Minister.

2.3 Chair of the SIRA Board

The Chair is responsible for leading the activities of the Board. The Chair’s responsibilities include:

• approving Board meeting agendas and minutes
• presiding at meetings of the Board and facilitating frank and open discussion
• liaising with the Minister and Chief Executive on matters regarding the Board.

2.4 Members of the SIRA Board

Board members are persons who, in the opinion of the Minister, have skills and experience relevant to matters arising under the workers compensation and motor accidents legislation and the Home Building Act 1989 and that will assist SIRA in attaining its objectives.

Board members are responsible for:

• attending Board meetings and participating in decision making processes
• confirming the draft minutes of Board meetings
• undertaking research and liaison to support their participation in the discussion of agenda items
• abiding by the terms of the SIRA Board Code of Conduct and the Code of Ethics and Conduct for NSW Government Sector Employees under s8A of the Government Sector Employment Act 2013 (NSW).

If a Board member is unable to attend a meeting, the SIRA Secretariat should be advised in advance of the meeting. Board members will still receive access to papers if they are not attending the meeting.

2.5 Chief Executive

The Chief Executive manages and controls the affairs of SIRA in accordance with the general policies and strategic directions determined by the SIRA Board.

The Chief Executive supports the effective operation of the Board by:

• providing each Board meeting with a report on the status of significant activities
• ensuring the timely and efficient implementation and communication of Board decisions
• keeping the Chair informed of all current events and matters that may interest the Board in relation to SIRA
• providing a Secretariat function to support the administration of the Board.

2.6 Board Secretariat

The Director, Strategy & Performance holds primary responsibility for the Board Secretariat function and supports effective governance of Board operations, ensuring that Board processes and procedures run efficiently including:

• managing Board processes, including developing Board agendas in consultation with the Chief Executive, for the approval of the Chair
• provision of timely and effective Board agendas and Board papers
• co-ordinating, organising and attending meetings of the Board
• ensuring the business at the Board meeting is appropriately captured in the meeting minutes
• developing an appropriate Board skills matrix and succession plan for membership
• maintaining all Board minutes and decision/actions registers
• providing advice to the Board on governance matters
• organising and facilitating the induction of Members upon their appointment to the Board
• working with the Chair and Chief Executive to establish and deliver best practice governance.

3. Conduct of Board meetings

3.1 Frequency of meetings

The Board will generally meet every 2 months. The Board may conduct its business, including its meetings, in the way it considers appropriate in alignment with the Charter. The dates of Board meetings will be determined at the conclusion of the preceding year in consultation with the Board.

The Chair may convene a special meeting at any time, and members may request the Chair to convene a special meeting, subject to a convenient time and place being mutually agreed and a quorum being present.

In the case of special meetings, members will be given at least 5 working days’ notice of the meeting, unless unanimously agreed otherwise.

3.2 Agenda and minutes

The Chair, with the assistance of the Chief Executive and Board Secretariat, shall approve the agenda for each meeting.

The  Board Secretariat will ensure the draft minutes are prepared as quickly as practicable after each meeting and submit them to the Chair for approval. As far as is practicable, the draft minutes will be circulated to the Chair within 10 business days of the meeting. The draft minutes will be included on the agenda of the following meeting for formal approval by the Board.

3.3 Board Papers

As far as is practicable, Board papers for each meeting will be circulated to all members at least 5 working days prior to the meeting. All Board papers will be circulated to members via SIRA’s secure Board and committee software program or via other electronic means.

3.4 Late Papers

In exceptional circumstances, there may be times where an item or paper does not meet the usual publishing timeframe. When this occurs, the Board will be informed that a paper will be forthcoming and when available the paper will be published to the Board in the usual manner.

3.5 Annual Board Forward Plan

The Board Secretariat will prepare a Forward Plan outlining the schedule of meetings and topics to be covered at each meeting. The Forward Plan will be approved annually along with the schedule of dates for Board meetings.

3.6 In-camera Session

The Board may meet informally before a Board meeting to allow members to discuss confidential issues. In-camera sessions are not considered Board meetings.

3.7 Quorum

A quorum for a meeting of the Board is a majority of its members present.

3.8  Participation at meetings

Members may participate in Board meetings in person, by telephone or by video conference, as long as all members are able to be heard by other members.

The Board may invite other persons to attend meetings for all or certain agenda items. Members of the Executive Leadership Team will be invited at the discretion of the Board to attend meetings for specific agenda items.

3.9 Control of meetings

The Chair will preside at meetings of the Board. In the absence of the Chair, the Deputy Chair will preside at meetings of the Board.

If both the Chair and Deputy Chair are absent, a Board member chosen by the members present at the meeting is to preside at the meeting.

3.10 Decision making

As far as is practicable the Chair will seek to reach decisions of the Board by consensus.

If consensus is not practicable in the circumstances, a proposed decision supported by a majority of members at the meeting is the decision of the Board. The person presiding at a meeting of the Board has a deliberative vote and, in the event of an equality of votes, has a second or casting vote.

3.11 Out of session decisions

Where appropriate, the Board may consider matters by the circulation of papers to all members by electronic or other means. In these cases, proposed decisions approved in writing by a majority of members are taken to be a decision of the Board.

Any decisions made 'out of session' are to be included in the minutes of the next meeting.

3.12 Publication of Board decisions

The Government Information (Public Access) Act 2009 applies to all NSW Government agencies including Boards and committees.

In accordance with the objectives of that Act and the NSW Government’s ‘open government policy’, the Board will proactively release information about its decisions in the form of a communique after each Board meeting. The communique will be approved by the Chair.

Information about Board decisions will not be included in the communique or otherwise published if there is an overriding public interest against disclosure or information is determined to be 'Cabinet-in-Confidence' or 'Commercial-in-Confidence'.

3.13 Use of Technology

The Board may hold meetings using any technology that reasonably allows Members to take part in the meeting (e.g. videoconferencing), and any Member taking part using such technology is taken to be present at the meeting.

Members are responsible for installing security updates on their personal devices used to access Board papers as soon as practicable.

3.14 Confidentiality

All Board proceedings, papers, and submissions to the Board shall be kept confidential and will not be disclosed or released to any party other than the Board, unless agreed by the Chair, outlined in this Charter or required by law. All directors, the Chief Executive, and other attendees at meetings are required to keep all information discussed at Board meetings confidential.

4. Management of Conflicts of Interest

4.1 Declaration of Pecuniary Interests

As soon as practicable after the commencement of terms of office, all Board members will complete a disclosure of pecuniary interests’ declaration in the form set out in the NSW Government Guidelines for Boards and Committees. Members should provide updated declarations as appropriate.

The declaration form includes a privacy statement that outlines the requirements of the Privacy and Personal Information Protection Act 1998 regarding the collection and use of personal information collected by NSW Government agencies.

As required by the NSW Government Guidelines for Boards and Committees, completed declarations will be retained by the SIRA and made available to the Minister.

4.2 Management of conflicts of interests

Members must disclose the nature of any direct or indirect pecuniary interest in relation to a matter to be considered at a Board meeting that may raise a real, perceived, or actual conflict of interest in the performance of their duties as a member.

To identify and manage potential conflicts of interest in relation to matters considered at Board meetings, all Board meetings will include a standing agenda item in this regard.

A member who has disclosed a pecuniary interest in a matter to be considered at a Board meeting may not be present during the Board’s discussion or participate in decision-making about the matter unless the Minister or Board determines otherwise.

The member who made the disclosure may not be present while the Board considers the issue of whether they may be present during discussion or participate in decision-making about the matter.

4.3 Access of information about disclosures of interests

Details of any disclosures of interests made in relation to matters before the Board will be recorded in a register kept for that purpose.

5. Access to advice, information, and records

5.1 Induction

The Chief Executive will provide an information pack to new members to assist them to meet their Board responsibilities.

5.2 Access to advice

Independent professional legal, financial, or other advice may be sought by members through the Chief Executive, provided the advice is considered necessary for the member to effectively discharge their duties as a member.

The consent of the Chief Executive will not be withheld unreasonably. Any such advice obtained will be made available to all members.

5.3 Access to information and records

Each member is entitled to have free and full access to all Board records (including minutes, agenda papers, tabled documents, and presentations) created during their term(s) as a member.

5.4 Member development

Access to education and training in matters relevant to the functions and responsibilities of the Board will be provided, as approved by the Chair and the Chief Executive.

6. Committees of the Board

The Board may establish committees to assist it exercise any of its functions.

A committee of the Board must be chaired by a Board member but may include other members that are not members of the Board.

The procedure for the calling of meetings of a committee and for the conduct of business at those meetings is to be as determined by the Board or (subject to any determination of the Board) by the committee.

7. Dispute resolution

Board members and SIRA management should maintain an effective working relationship and seek to resolve differences by way of open negotiation.

However, in the event of a disagreement between the Board and management, including the Chief Executive, the Chair may as a last resort, refer the matter to the Minister.

8. Review of the Board performance

8.1 Board Assessment

The Board is to assess its performance, including the performance of the Board as a whole, individual members and its committees, at least every 3 years. The Chair will determine the method of review, in consultation with the Board, Chief Executive and Director, Strategy & Performance which may include:

• an internally facilitated review
• individual feedback from members and/or
• an externally facilitated review.

The Chair may implement additional systems for capturing feedback during interim periods if deemed required. The Board reviews will be conducted in accordance with best practice.

8.2 Annual Review of Board Charter

This Charter is to be reviewed annually to ensure that it remains consistent with the Board’s objectives and responsibilities.

The Charter will be approved by the Board and made available on the SIRA website.

9. Contact details and review timetable

The SIRA Board will review its charter whenever required and at least once a year to ensure relevance and is due to be reviewed in December 2025.

Contact SIRA by email or call on 13 74 72.