Independent Director Recruitment Brief
The complete recruitment pack for filling the independent-Director seats on the Board of Life Without Debt Ltd. Contains the role description, statutory context, candidate profile, an eight-domain skills matrix, an approach-letter template, a nomination form, and the shortlist evaluation rubric — everything needed to run a defensible, ACNC-compliant board search.
The Constitution (clauses 11–15) requires the Board to have a minimum of three and a target of five Directors, with a majority independent and an independent Chair. The one non-independent Director will be the CEO Director (Laurence Hugo). All remaining seats must be filled by candidates who meet the "independent" test in clause 12 and who together give the Board the skill-mix required by ACNC Governance Standard 5 and the practical demands of running a charity that combines direct financial relief, hardship-negotiation, and (from Year 2) potential credit-licensing.
1 · Role Description
| Position title | Independent Director, Life Without Debt Ltd |
|---|---|
| Reports to | The Board collectively; Chair on Board-process matters |
| Time commitment | Approximately 6–8 hours per month in Year 1, comprising: one 2-hour Board meeting per month; ~2 hours preparation; ad hoc sub-committee or advisory work. Chair role: add ~2 hours per month. |
| Term | Two years, renewable up to a maximum of three consecutive terms (six years) under Constitution cl.15. Directors' appointments are staggered so no more than two seats are up for election in the same year. |
| Remuneration | Unpaid in Year 1 (in keeping with the not-for-profit character of a starting PBI). Reasonable expenses reimbursed. The Constitution (cl.14) permits Director remuneration only by ordinary resolution of Members; the Board's current view is not to seek that authority in Year 1. |
| Statutory duties | Sections 180 (care and diligence), 181 (good faith, best interests, proper purpose), 182 (misuse of position), 183 (misuse of information), 184 (criminal counterparts), 191 (disclosure of interests) and 588G (insolvent trading) of the Corporations Act 2001 (Cth); ACNC Governance Standard 5. |
| Insurance | Directors' & Officers' liability insurance to be bound by Resolution 10 of the First Directors' Resolutions. |
| Fit-and-proper checks | ASIC disqualification search; ACNC Responsible Person disqualification check; criminal history declaration; bankruptcy history declaration. |
2 · Independence Test
To be independent, a candidate must satisfy each of the following, drawn from the Constitution and standard ASX-style tests adapted for a PBI:
- ☐ Is not, and has not within the last three years been, an employee of the Company or of a related party of the Company (including CoSai CFO Services).
- ☐ Is not a substantial supplier or customer of the Company (i.e. does not derive more than a de minimis share of income from the Company).
- ☐ Is not a close family member of a non-independent Director, an executive of the Company, or a substantial donor.
- ☐ Does not have any other interest, position, association, or relationship that could materially interfere with, or reasonably be perceived to interfere with, the Director's independent judgement.
- ☐ Is willing to declare all standing interests in the Register of Interests on appointment (see Register of Interests template).
3 · Board Skills Matrix
The Board should collectively cover the eight domains below. A candidate need not cover all eight; the objective is coverage across the Board of five.
| # | Domain | Why the Board needs it | Priority | Held by (target) |
|---|---|---|---|---|
| 1 | Charity / NFP governance | ACNC Governance Standards, PBI compliance, related-party controls, alteration lock. Essential for the Chair. | Must-have | [Chair] |
| 2 | Consumer credit & financial hardship | NCCP Act, National Credit Code ss.72–75, ASIC RG 96 / RG 205 / RG 271, Banking Code 2025. Critical for the Company's core operating model and Year-2 ACL decision. | Must-have | [Director] |
| 3 | Palliative / oncology clinical practice | Beneficiary eligibility criteria, referral pathways, clinical realities of the terminal-illness population. Legitimises PBI status. | Must-have | [Director — clinical] |
| 4 | Finance / audit / risk (senior) | CFO/audit-partner-level oversight of financial statements, reserves policy, and audit relationship. Chairs Audit & Risk sub-committee when formed. | Must-have | [Director — finance] |
| 5 | Fundraising / philanthropy | DGR-eligible fundraising, major donor relationships, grants pipeline. | Should-have | [Director / advisor] |
| 6 | Legal (charity / commercial) | Corporations Act, Charities Act, ACNC Act, Chapter 2E, Constitution alteration. May be an advisor rather than a Director. | Should-have | [Advisor or Director] |
| 7 | Data / privacy / technology | Beneficiary data handling under the Privacy Act 1988 (Cth), APPs, cyber risk, digital service delivery. | Nice-to-have | [Optional] |
| 8 | Lived-experience representation | A Director or advisor with lived experience of terminal illness or as a carer, appointed on merit. Improves beneficiary-informed governance. | Should-have | [Advisor or Director] |
4 · Candidate Profile
- ☐ Senior professional (typically 15+ years) with recognised standing in one of Domains 1–4 above.
- ☐ Prior NFP or charity board experience (paid or unpaid).
- ☐ Fluency in reading audited financial statements and Board papers; ability to challenge management constructively.
- ☐ Understands and accepts the statutory duties, insurance framework, and the "no remuneration in Year 1" position.
- ☐ Has capacity for a 6–8 hour per month commitment plus the annual planning day.
- ☐ Is willing to submit to fit-and-proper checks and to sign the Consent to Act and ACNC Responsible Person Declaration.
- ☐ Is genuinely persuaded of the mission — this is a PBI, not a chair-collecting exercise.
- ☐ Disqualified from managing corporations under Part 2D.6 Corporations Act.
- ☐ Disqualified as an ACNC Responsible Person under s.180-15 ACNC Act.
- ☐ Undischarged bankruptcy or subject to a personal insolvency agreement.
- ☐ Convicted of an offence involving dishonesty within the last ten years.
- ☐ Currently under investigation by ASIC, ACNC, or another financial-services regulator.
- ☐ Any conflict of interest that cannot be resolved through disclosure and abstention.
5 · Approach Letter Template
[Date]
[Candidate's name]
[Address]
Dear [Candidate's first name],
Invitation to consider appointment as an independent Director of Life Without Debt Ltd (in formation)
I am writing on behalf of the promoters of a new Australian charity that will help terminally ill Australians and their families remove financial pressure at end of life through professional debt-hardship negotiation, direct financial relief, and bounded direct debt payoff. The company — Life Without Debt Ltd — will apply to register with ASIC as a public company limited by guarantee and with the ACNC as a charity with the subtype of Public Benevolent Institution.
You have been recommended to us as someone whose experience in [domain — e.g. charity governance / consumer credit / palliative care / finance] would be of exceptional value to our Board. I would welcome the chance to meet you, walk you through the mission and governance framework, and answer any questions you may have.
To give you a sense of what is involved:
- The Board will have a target of five members, a minimum of three, and a majority of independent Directors. The independent Chair will be [expected Chair].
- Time commitment is approximately 6–8 hours per month plus an annual planning day.
- The position is unpaid in Year 1 and reasonable expenses are reimbursed. Directors' & Officers' insurance will be in place.
- The registration package (Constitution, policies, applications) has been prepared and is being reviewed by a charity-law specialist solicitor.
- I attach a short pack: the Constitutional Design Paper, the Constitution draft, and the Board Charter. These are the documents that give you the fullest picture.
Would you be open to a 45-minute conversation in the next fortnight? I am also happy to send further material or arrange a call with the CEO Director or the expected Chair.
With warm regards,
Carla Oliver
CoSai CFO Services · on behalf of the promoters of Life Without Debt Ltd (in formation)
[Email · phone]
6 · Candidate Nomination Form
Completed and signed by every candidate before formal consideration.
| Candidate full legal name | [ ] |
|---|---|
| Preferred name | [ ] |
| Date of birth | [ ] |
| Residential address | [ ] |
| Email & phone | [ ] |
| Current occupation / organisation | [ ] |
| Other directorships / positions | [ ] |
| Skills-matrix domains covered | [Tick from list at Section 3] |
| Independence declaration | I confirm I satisfy each of the tests at Section 2. ☐ (initial) |
| Fit-and-proper declarations | I confirm I am not subject to any of the disqualifications listed at Section 4. ☐ (initial) |
| Consent to searches | I consent to ASIC disqualification search and ACNC Responsible Person disqualification search. ☐ (initial) |
| Referees (2) | [Name / relationship / contact — x2] |
| Signature | [Signed · date] |
7 · Shortlist Evaluation Rubric
Each shortlisted candidate is scored across the six criteria below by two of the promoters and, if in place, by the expected Chair. Total /30. Any 0 in Criteria 1 or 5 is disqualifying.
| # | Criterion | Scoring rubric | Weight |
|---|---|---|---|
| 1 | Independence | 0 = fails; 5 = clearly independent, no residual concerns | ×1 |
| 2 | Skills-matrix contribution | 0 = duplicates existing coverage; 5 = fills a must-have gap | ×1 |
| 3 | Reading & challenging financial statements | 0 = cannot; 5 = comfortable at CFO/audit-partner level | ×1 |
| 4 | Mission commitment | 0 = ambivalent; 5 = deeply engaged with the beneficiary class | ×1 |
| 5 | Fit-and-proper | 0 = disqualifying finding; 5 = clean checks | ×1 |
| 6 | Board fit & interpersonal | 0 = will not work with the rest of the Board; 5 = will elevate Board dynamics | ×1 |
8 · Recruitment Process (target timeline)
| Step | Action | Owner | Target date |
|---|---|---|---|
| 1 | Approach expected Chair, secure verbal acceptance in principle | Promoters | [Date] |
| 2 | Draft target list (10–15 names) mapped to skills matrix | Promoters + Chair | [Date] |
| 3 | Issue approach letters (this brief attached) | Carla / CoSai | [Date] |
| 4 | Introductory meetings (45 minutes each) | Chair + CEO Director + Carla | [Date range] |
| 5 | Shortlist to 5 candidates; issue Nomination Form | Promoters + Chair | [Date] |
| 6 | ASIC + ACNC disqualification searches | Company Secretary | [Date] |
| 7 | Consent to Act + Responsible Person Declaration signed | Candidates | [Date] |
| 8 | Directors named on ASIC Form 201 | Lodging agent | ASIC lodgement date |
| 9 | Standing declarations entered on Register of Interests | Company Secretary | First Board meeting |
Constitutional Design Paper Decision 5 — Board composition reasoning.
Constitution cl.11–15 — Board rules.
Board Charter — meeting cadence and delegated authorities.
Register of Interests template.
Consent to Act template.