Australian General Practice Network: Review of Board Governance, Structures and Processes

Overview

Following ongoing feedback from the Network and based on its own observations, the Australian General Practice Network (AGPN) Board has been working towards a process of review for a number of aspects relating to governance of the board, its structures and processes.

The Board has developed a series of discussion papers to initiate consultation with the Divisions Network, both Divisions and SBOs, with a view to presenting a revised constitution for ratification at the 2007 AGPN Annual General Meeting (AGM), should there be support from the consultation process.

The issues raised by Members and the AGPN Board fall into three distinct areas.

1. AGPN Committee Structures

The AGPN Board recognises the importance of a strong and clear voice for the membership to ensure its decisions are informed by Network views.  The Board has identified the need for a flexible and responsive mechanism that delivers timely advice and is adaptable to the AGPN’s policy environment, as set out in the Strategic Plan.

The Board released a consultation paper on 8 October 2006 seeking the Network’s views on a committee structure to best ensure the Board is informed by and representative of our membership.  35 responses in total were received.  General themes emerging from the responses included:

• there is strong support for a system of 'Standing Committees' and 'Issues Based Committees'
• the AGPN Board should determine its committee structure based on its needs
• constitutional determination of committees and their structures should be avoided; flexibility should be maximised
• there was no clear consensus as to how members should be selected:
  • "Invitation by the AGPN Board" received the most support. "Invitation by relevant SBOs" and by "relevant Divisions in a particular jurisdiction" were also popular options
  • comments supported flexibility for the AGPN Board, although some pointed out hte importance of a transparent process
  • election processes for committees were noted as cumbersome and were not supported by a clear majority
• there is a need for transparency and reporting on committee outcomes and decisions to the Network
• the roles and responsibilities of members will need to realistically reflect their availability (particularly for GPs)

Click here to download the AGPN Board's formal position on committees.  The Board thanks all those who provided feedback.  AGPN's membership will be asked to vote on a special resolution reflecting this position on committees at the 2007 AGPN Annual General Meeting.

2. Model of Governance for AGPN

The Board has been reflecting on its current model of governance, particularly relating to the role of Directors.  The Board believes that reform of the AGPN’s model of governance, particularly with regard to election of Directors, will deliver significant benefits to the organisation.

Delivery of general practice in Australia and internationally is changing.  Multidisciplinary primary health care (PHC) teams are a growing part of the general practice landscape.  We are increasingly seeing multidisciplinary teams with GPs as essential members working with practice nurses and allied health professionals such as pharmacists, optometrists, psychologists, physiotherapists, dieticians, and diabetes and asthma educators.  The importance of consumer and community input is likewise gaining currency.  Multidisciplinary team-based care is acknowledged as vital to a robust primary health care system and, in turn, a viable overall health system.

This is a trend for which the Australian General Practice Network, a significant proportion of the Divisions Network, and indeed many in the primary health care workforce have long advocated.  Our vision was most clearly articulated in our Primary Health Care Position Statement, launched by the Network in November 2005.  The integration of general practice into primary health care has been strongly reflected in the evolution of Divisions of General Practice, State Based Organisations (SBOs) and the AGPN.

It is the view of the Board that it is necessary for our governance model to complement the new, broader face of primary health care.  Most importantly, the Board believes we will benefit greatly from governance structures that are more reflective of the Division Network’s business and its role in the community.  The Board notes that many Divisions have already undertaken similar governance reform and acknowledges these changes will advance the organisation at the national level.

The Board also wants to resolve tensions expressed by Network members arising from a lack of clarity regarding the role of Directors. The current method of electing Directors gives rise to expectations in some parts of the Network that Directors have a primary responsibility to represent the views and interests of their ‘electorate’. However corporate governance theory and law suggest that Directors are bound to act in the best interests of the organisation as a whole. This is a statutory requirement of the Corporations Act 2001 (Cth), and Directors are legally responsible for the decisions and performance of the organisation they govern.  Directors are expected to act in the interests of the membership; the distinction is that they must act in the interests of the entire membership, not a selection.

AGPN remains committed to understanding the views of the network, and will employ other measures such as Division and SBO participation on Issues-Based Committees as appropriate, the AGPN-SBO Coalition and Network Policy Group, Executive Officers’ distribution list, and policy development processes to ensure we continue to be responsive.

The Board released a consultation paper on 26 March 2007 and responses were due by 9 May 2007.  63 responses were received; 29 voted in favour of the '6+3' Board composition (6 Elected Directors and 3 Non-Elected Directors, 28 voted against this model as it stands, and 6 indicated they are unsure at this time.  Included in the 28 'No' votes was a block decision by 12 of 14 Western Australian divisions to oppose the '6+3' model.

When ask to consider a preferred model of election for Elected Directors, 20 voted in support of the 'Open Election' model, 6 in favour of the 'Electoral College' model and 13 chose 'Other'.  Of those selecting 'Other', 12 of these voted for 'status quo' or some form of jurisdictional representation.  Other preferences included a variation of the 'Electoral College' model.

A diversity of opinions and concers were expressed.  Key concerns raised by some members included:

• a preference that 'Elected Directors' be stipulated as 'GP Directors'
• a need for more information as to why a new model of governance is required
• lack of information about why 6 'Elected Directors' and 3 'Non-Elected Directors' would deliver the best governance model for AGPN
• the belief that the AGPN Board should follow a jurisdictional model of governance.

Click here to download a representative sample of comments received in responses to Paper Two.

3. Model of Governance for AGPN, Terms of Directors and the Chair, and Succession Planning for the Office of Chair

Following identification of a range of questions and concerns raised in response to Paper Two: Model of Governance for AGPN, the AGPN Board released a third consultation paper on 27 August 2007.  Responses are due by 22 October 2007.

On 26 March 2007, AGPN released a second consultation paper seeking Network input on its model of governance.  AGPN received a range of responses from enthusiastic support through to significant concern about its preferred model.  This clearly indicates there is a need for further work to explain the Board’s position, including why it is preferred and how it would work, and to make some adjustments to the proposed model.

The AGPN Board has consequently determined that further consultation with the network is necessary.  A Network discussion regarding the AGPN’s governance is planned for the CEO and Chair’s meeting at this year’s AGPN Forum, to be held in Hobart during November 2007.  A formal motion to alter AGPN’s constitution and governance arrangements will not be moved at this year’s Annual General Meeting.

This paper provides feedback on the Network’s responses to Paper Two and outlines the range of issues the AGPN Board would like to cover at the Forum.  These issues include:

1. the AGPN’s model of governance
2. terms of office for Directors and the Chair
3. succession planning for the role of the Chair.

Click here to download Discussion Paper Three: Model of Governance for AGPN, Terms of Directors and the Chair, and Succession Planning for the Office of Chair.

 

Timeline

AGPN will follow the consultation process outlined in our Policy Development Process document .

The release of the discussion papers will be timed to follow the AGPN Board’s face-to-face meetings scheduled for September, November, February and May.  A minimum of 6 weeks response time will be planned for each paper to allow the Network full opportunity to consider and consult with its membership.

8 October 2006
Discussion Paper One: AGPN Committee Structures (completed)

26 March - 9 May 2007
Discussion Paper Two: Model of Governance for AGPN (completed)

27 August - 22 October 2007
Discussion Paper Three: Model of Governance for AGPN, Terms of Directors and Term of Chair

15 November 2007
Governance discussion at CEO's and Chairs' Meeting at AGPN Forum 2007.