Board Charter

1. Role of the Board

The Board is collectively responsible for the governance of Life Without Debt Ltd and for ensuring the Company pursues its charitable purposes in a lawful, effective and accountable manner. In particular, the Board:

1. sets and safeguards the Company's mission, strategy, values and risk appetite;
2. appoints, supports, oversees and (if necessary) removes the CEO;
3. approves annual budgets, key policies and material transactions;
4. monitors performance against strategy, budget and risk indicators;
5. oversees compliance with the Corporations Act, the ACNC Act, the Governance Standards and all applicable laws;
6. ensures the Company is accountable to its Members, beneficiaries, donors and the public.

2. Composition

1. 2.1 The Board comprises a minimum of 3 and a maximum of 9 Directors as specified in the Constitution.
2. 2.2 The Board aspires to a majority of Independent Directors and, in any case, an Independent Chair.
3. 2.3 Directors are expected to bring, collectively, expertise in:
   1. charity and not-for-profit governance;
   2. Australian consumer credit / financial services / NCCP law;
   3. terminal-illness / palliative-care / medical practice;
   4. legal (charity law, credit law, privacy);
   5. finance and audit (CA/CPA);
   6. fundraising, marketing or communications;
   7. lived experience of terminal or serious illness in a family member.
4. 2.4 The Board reviews its composition against this skills matrix annually.
5. 2.5 Founding Directors and Co-founders. Laurence Hugo (Founding Director & Co-founder / CEO) and Lisa Hugo (Business Development Director & Co-founder) are the founding Directors of the Company. Their appointments are recorded in the Constitution and the ASIC Form 201 lodgement.
6. 2.6 Board-Appointed Advisors (not Directors). The Board has appointed the following external advisors, who attend Board meetings in an advisory, non-voting capacity and are not Directors of the Company:
   1. Prof Deen Sanders OAM (Worimi Giparr) — Board-Appointed Legal Advisor. Founder, Think.Know.Do.; Adjunct Professor, University of Newcastle Law School; External Special Counsel, Deloitte Access Economics; Co-Chair, WEF Global Future Council on Natural Capital; Director of Australian Sustainable Finance Institute, Living Country Group and Indigenous Systems Knowledge Collective.
   2. Carla Oliver CPA, CIMA, BA(Hons) Bus. — Board-Appointed CFO Advisor. Principal, CoSai CFO Services.
7. 2.7 Advisor appointments are recorded in the First Directors' Resolutions and the Register of Interests. Advisors are subject to confidentiality obligations equivalent to Directors, disclose interests in an equivalent form (see the Conflicts of Interest Policy and Register of Interests), and do not vote on Board matters. Advisor appointments may be revoked by ordinary Board resolution.

3. Chair

1. 3.1 The Chair is appointed by the Directors from among the Independent Directors.
2. 3.2 The Chair leads Board meetings, sets meeting agendas jointly with the CEO and Company Secretary, ensures effective participation by all Directors, and represents the Company externally where appropriate.

4. Meetings

1. 4.1 The Board meets at least four (4) times per financial year (Constitution clause 21.1), with additional meetings as required.
2. 4.2 Notice of each meeting, together with the agenda and papers, is circulated at least 5 business days in advance except in urgent circumstances.
3. 4.3 Quorum: majority of Directors then in office, including at least one Independent Director.
4. 4.4 Every meeting includes standing items: Conflicts declarations; Financial position; Case-work summary and Direct Relief report; Compliance report; and Risk register update.
5. 4.5 Minutes are drafted by the Company Secretary and confirmed at the next meeting.

5. Decision authorities — Delegated Authorities Schedule (DAS)

The following schedule sets out, for each category of decision, the level of authority required. Any matter not listed defaults to the Board. Dollar figures are Australian dollars, GST-inclusive where applicable, and refer to single-transaction value (aggregated over a rolling 12 months for the same counterparty). The Schedule may be updated only by Board resolution and is reproduced in full in the Delegation Register maintained by the Company Secretary.

5.1 Strategy and mission

Matter	Authority	Notes / evidence required
Set, alter, or reaffirm strategic plan	Board resolution	Reviewed annually at the strategic-planning day
Alter charitable purposes clause of the Constitution	Members' Special Resolution (75%) + ACNC no-objection + ATO no-objection	Alteration lock, Constitution cl.30
Adopt or amend other Constitution clauses	Members' Special Resolution (75%)	s.136(2) Corporations Act
Wind up the Company	Members' Special Resolution	Constitution cl.26–29

5.2 Governance, policies, and risk

Matter	Authority	Notes / evidence required
Adopt or amend a governance policy	Board resolution	Policy owner reports to Audit & Risk sub-committee
Approve annual Risk Register & risk appetite statement	Board resolution (on A&R recommendation)	Refresh at least annually
Approve annual Compliance Calendar	Board resolution	Maintained by Company Secretary
Approve strategic risk mitigation projects > $10,000	Board resolution	Business case required

5.3 Financial — expenditure, contracts, and reserves

Matter	Authority	Notes / evidence required
Approve annual budget	Board resolution	Before 30 June each year
Approve within-budget operating expenditure ≤ $2,000 per item	CEO	Single-signatory; recorded in the accounting system
Approve within-budget operating expenditure $2,001 – $10,000 per item	CEO + one Director (co-signatory)	Dual signatory; email approval sufficient
Approve within-budget operating expenditure > $10,000 per item	Board resolution	May be circular resolution
Approve any over-budget item (any amount)	Board resolution	Variance analysis attached
Enter into a contract with a term > 12 months or unliquidated liability > $20,000	Board resolution	Chair signs on Board's behalf
Set or amend the target reserves range (per Reserves Policy)	Board resolution	Chair of A&R sub-committee reports quarterly
Draw down reserves	Board resolution	Reserves Policy trigger required
Borrow money or grant a security interest	Board resolution + Constitution cl.4 test	Note that PBI status materially constrains borrowing
Give a guarantee or indemnity	Board resolution	Rare; expected to be nil in Year 1

5.4 Beneficiary services — direct relief, direct debt payoff, and hardship-negotiation

Matter	Authority	Notes / evidence required
Approve a beneficiary application (eligibility & intake)	Beneficiary Liaison Officer + CEO (dual sign-off)	Documentary evidence per intake pack retained
Direct financial relief payment ≤ $1,500 per beneficiary per event	CEO	Direct Relief Policy cap; retained on file
Direct financial relief payment $1,501 – $5,000 per beneficiary per event	CEO + one Director (co-sign)	Dual signatory; A&R sub-committee informed
Direct financial relief payment > $5,000 per beneficiary per event	Board resolution	Rare exception
Direct debt payoff to a creditor ≤ $5,000	CEO + one Director (co-sign)	Direct Relief Policy Section 4 controls
Direct debt payoff to a creditor $5,001 – $15,000	Board resolution	Individual beneficiary cap
Direct debt payoff to a creditor > $15,000	Board resolution + external professional advice (financial counsellor or solicitor)	Very rare; exceptional-case only
Aggregate direct relief to a beneficiary over a rolling 12 months	Cap: $15,000 per beneficiary — Board resolution to exceed	Direct Relief Policy §5
Aggregate direct relief expenditure per financial year	Cap: 25% of Y1 total revenue — Board resolution to exceed	Direct Relief Policy §6

5.5 People — hire, remuneration, and termination

Matter	Authority	Notes / evidence required
Appoint, remunerate or terminate the CEO	Board resolution (CEO recused)	Chapter 2E arm's-length terms (s.210)
Appoint or terminate any Director-related party (e.g. spouse/child of a Director)	Board resolution (interested Director recused)	Chapter 2E + Related-Party Policy
Appoint or dismiss any other employee	CEO	Within approved staffing budget
Approve total remuneration for any employee > $120,000 p.a.	Board resolution	N&R sub-committee reviews
Engage a contractor for a fee > $10,000 in a single engagement	Board resolution	Competitive-quote required (min. 2 quotes) unless Board waives
Bind D&O, PI, or public liability insurance renewal	CEO within Board-approved parameters	Broker report to Board annually

5.6 Related parties (Chapter 2E)

Matter	Authority	Notes / evidence required
Any financial benefit to a related party	Board resolution (interested Directors recused); Members' resolution required unless s.210 arm's-length terms apply	Related-Party Policy §2; register entry required
Renewal of CoSai CFO Services engagement (Year 2 and beyond)	Board resolution + minimum 2 external competitive quotes	Rebuts inference that arm's-length terms are absent
Any donation by a Director-related entity > $10,000	Note-only to Board; no approval required	Recorded in the Register of Donors

5.7 Banking and treasury

Matter	Authority	Notes / evidence required
Open or close a bank account (including the Gift Fund account)	Board resolution	Dual signatories required by Constitution cl.19
Payments ≤ $2,000	Any authorised signatory (single)	Operating account only; never Gift Fund
Payments > $2,000	Two authorised signatories	Applies to operating and Gift Fund accounts
Investment of surplus funds (term deposit / cash management)	Board resolution	Only in APRA-regulated ADIs; no equities

5.8 Fundraising, communications, and disclosures

Matter	Authority	Notes / evidence required
Approve fundraising strategy and calendar	Board resolution (annual)	State fundraising licence compliance confirmed
Accept a major gift > $50,000 or any conditional gift	Board resolution	Gift Acceptance Policy applies (Year 2 build)
Sign the Annual Information Statement (AIS) for lodgement with ACNC	CEO + Chair (dual sign)	Board reviews draft AIS before lodgement
Media statement or press release on operational matters	CEO	Chair notified for material matters
Media statement or press release on governance or regulatory matters	Chair (with CEO input)	Media Kit boilerplate applied
Public submission to a parliamentary inquiry or regulator consultation	Board resolution	Draft circulated to full Board

5.9 Beneficiary data, privacy, and IT

Matter	Authority	Notes / evidence required
Notify a "notifiable data breach" to the OAIC	CEO on Chair's authority (with Company Secretary)	Privacy Act 1988 Part IIIC · within 30 days of awareness
Approve any transfer of beneficiary data offshore	Board resolution	APP 8 compliance required; expected to be nil
Sign any data-sharing arrangement with a referral partner	Board resolution	Standing template in Beneficiary Intake Pack
Approve annual cyber-security review	Board resolution (on A&R recommendation)	Aligned with the ACSC Essential Eight, at maturity level suitable for organisation size

6. Committees (sub-committee structure)

The Board establishes the following standing sub-committees. Each has a written Terms of Reference approved by the Board, and reports to the Board at each ordinary meeting. Sub-committees exist to give focused oversight in specialised areas — they do not have independent decision-making authority except where expressly delegated by the DAS at §5.

Year 2 review: the Board will consider whether a dedicated Fundraising & Communications sub-committee is warranted, and whether a Credit Licensing sub-committee should be established to prepare for a potential Year-2/3 ACL application.

7. Delegations to the CEO

The Board delegates to the CEO all authorities necessary to run the Company's day-to-day operations within the approved annual budget, this Charter, the Constitution, and the Delegated Authorities Schedule at §5. Specifically, the CEO is authorised to:

1. execute the Company's strategic and operational plans within the approved budget;
2. hire and dismiss employees within the staffing budget (except related parties, which require Board resolution);
3. approve operating expenditure within the DAS limits set at §5.3;
4. approve beneficiary intakes with the Beneficiary Liaison Officer (dual sign-off) and direct-relief payments within the DAS limits at §5.4;
5. sign Company documents that do not require a Board resolution;
6. bind renewals of D&O, PI, and public liability insurance within Board-approved parameters;
7. speak on behalf of the Company on operational matters, subject to the media protocols at §5.8; and
8. generally do all things necessary and incidental to the day-to-day management of the Company.

The CEO's authority is subject to (i) the reserved matters expressly retained by the Board at §5 above; (ii) the general duties of a director and officer under the Corporations Act; and (iii) the Company's policies. The written Delegation Register maintained by the Company Secretary records all delegations and is reviewed annually by the Board.

8. Director induction and ongoing development

1. Each new Director receives, on appointment: the Constitution; this Board Charter; all governance policies; the current strategic plan and budget; the most recent financial statements; the ACNC's Governance for good guide; and a copy of the current Conflicts Register.
2. Each Director undertakes not less than 4 hours of governance / regulatory professional development each year.
3. The Chair conducts an induction meeting with each new Director within 30 days of appointment.

9. Evaluation

The Board conducts an annual evaluation of: (a) its own effectiveness; (b) individual Director performance (through peer feedback); (c) the effectiveness of committees; and (d) the CEO. An external facilitator is engaged for a full board evaluation at least every three years.

10. Access to information and advice

Directors are entitled to reasonable access to Company information and, at the Company's cost with prior notice to the Chair, to independent professional advice necessary to discharge their duties.

In addition, Directors have direct access to the Board-Appointed Advisors (Legal Advisor and CFO Advisor — see clause 2.6) for advice on matters within their respective competencies. Where an Advisor's advice would be given at the Company's cost beyond the scope of the standing advisory engagement, the Chair's prior notice under this clause applies.