Executive Team Governance Document

The CSIRO Executive Team Governance Document defines the governance arrangements for the ET and its committees.

Intent

The intent of the CSIRO Executive Team (ET) Governance Document is to define the governance arrangements for the ET and its committees, as the primary executive management body in CSIRO. The document should be read in conjunction with:

Legislation:

Board documents:

Executive Team documents:

Introduction

CSIRO operates in accordance with the requirements of applicable laws including the Science and Industry Research (SIR) Act 1949 and Public Governance, Performance and Accountability (PGPA) Act 2013 and the policies of the Australian Government.

The governance of CSIRO is outlined in the CSIRO Operating Model – CSIRO: the way we work.

The SIR Act specifies that the affairs of CSIRO shall be conducted by the Chief Executive subject to any policies determined by the Board and any directions given to the Chief Executive by the Board. [SIR Act s10A]

The Chief Executive is responsible to the Board for the development of the Organisation’s strategy and the management and performance of CSIRO. The Chief Executive manages the Organisation in accordance with the policies, strategy and plans approved by the Board and the Board Directions to the Chief Executive.

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The Chief Executive is supported by the Executive Team (ET). As a team and through their individual roles, the members lead, direct, coordinate and control CSIRO’s operations and performance.

The ET is the primary executive management body in CSIRO.

To support the work of the ET, the Chief Executive, may from time to time, establish sub-committees of the ET and determine their charters, membership and chairs.

In practice, matters dealt with by the ET are generally assigned to an individual ET member (or other senior manager) for coordination and action, i.e.

  • within parameters set by ET, or
  • for delivery against some agreed plan, or
  • as part of their established roles and accountabilities.

Where cross organisational coordination or significant financial or risk thresholds are involved certain matters are assigned to a committee to collate, analyse and recommend to the ET and/or the Chief Executive. Typically there will be two types of committees:

  • Governance committees - more permanent, formal charter and membership, defined relationship to ET, authority from Chief Executive, decision making, integrated into processes; and
  • Management committees - more specific purpose, generally more consultative than decision making, may report to ET but not a formal sub-committee of ET, may report to an ET Member

Committees are:

  • Structured to add-value and improve the quality and efficiency of decision making;
  • Empowered (authority) and accountable through clear Terms of Reference; and
  • Properly resourced and supported by effective advisory mechanisms.

The governance committees are the formal, standing sub-committees of the ET.

1. Membership of the Executive Team

The Chief Executive appoints members of the ET and chairs and members of the formal sub-committees of the ET. The Chair of the ET is the Chief Executive.

Other ET members may attend ET Committee meetings but are not members of the ET Committee.

2. Duties of Executive Team Members

2.1 General duties

Members of the ET are deemed to be ‘senior managers’ for purposes of the Public Governance, Performance and Accountability (PGPA) Act 2013 and bound by the duties and obligations of that Act. The Chief Executive, as a member of the Board, is a director and senior manager for purposes of the PGPA Act.

The ET members are accountable to the Chief Executive for their individual performance as senior executives of CSIRO and as members of the ET, including the quality and collegiate nature of their contributions to the ET.

In meetings, ET members are encouraged to question, request information, raise any issue which is of concern to them, fully canvass all aspects of any issue confronting CSIRO and make decision (or cast their vote on any resolution) according to their own judgment.

Members will seek the best outcomes for the Organisation as a whole and base comments and decisions on good understanding of the Organisation’s legislative functions and obligations, policies and strategy, operating model and role, risk profile and financial position as well as the policies of the Australian Government and global science and innovation.

In fulfilling their duties, ET members will:

  • Comply with the CSIRO Code of Conduct and up hold CSIRO’s Values;
  • Support the letter and spirit of ET decisions; and
  • Keep confidential ET discussions, deliberations and decisions which have not been disclosed to staff members or publicly by CSIRO.

The Duties of ET Members apply to the operations of the ET Committees.

2.2 Management of Conflicts of Interest

ET members will act in accordance with the CSIRO Code of Conduct and Conflict of Interest procedure. Members will register their Private Interests.

ET members will:

  • Disclose to the ET any actual or potential conflicts of interest which may exist or might reasonably be thought to exist as soon as they arise; and
  • If deemed appropriate by the ET or the ET member, take such steps as are necessary and reasonable to resolve any conflict of interest within an appropriate period.

A standing item at the beginning of all ET and ET Committee meetings requires individual ET Members to declare and have documented any possible or potential conflicts of interest.

An ET member should absent himself/herself from the room when the ET discusses and votes on matters where an ET member has declared a material personal interest, or where a potential or actual conflict of interest or duty arises.

3. Executive Team committees

The ET is supported by two governance committees:

  • Science, Strategy, Investment and Impact (SICOM) Committee which covers capability, capital, support and output (Flagship) investment planning and evaluation.
  • Major Transactions Committee (MTC) whichcovers major commercial, procurement and capital transactions.

In addition, the ET is supported by specific purpose management committees:

  • Precinct Oversight Committee

4. Executive Team authority

The Board and Chief Executive may delegate powers to an eligible person or to a committee of eligible persons [SIR Act s10J and s22A].

Individual members of the ET hold ex-officio delegations and authorities from the Chief Executive to fulfil their roles in the organisation structure.

The ET as a committee does not hold any delegations from the Chief Executive or Board.

The authority of the ET and ET Committees comes from their Charters, approved by the Chief Executive, and from CSIRO’s policies, standards and procedures, which identify matters to be approved by the ET.

The Chief Executive will decide how a matter should be determined. In general, the ET exercises collective decision making to achieve consensus. It makes recommendations to or provides advice to the Chief Executive.

5. Executive Team operations

5.1 ET membership induction

Newly appointed ET members will be informed of their responsibilities through a formal induction process.

5.2 Operating Guidelines

The ET and ET Committees operate in accordance with approved Operating Guidelines that include membership and meeting arrangements. See Appendix at bottom.

5.3 Confidentiality

  • The proceedings and discussions of the ET and ET Committees will be treated in a confidential manner. Confidentiality encourages open and frank discussion. Matters should only be discussed with relevant staff on a needs to know basis.
  • Papers that contain sensitive matters will be marked confidential. Other papers may be made available to relevant staff on a needs to know basis.
  • A communication strategy for decisions and outcomes will be defined by the ET or ET Committee.

5.4 Performance Review

  • At least once per year, the Executive Team will meet to discuss and document its prior year performance, and then report its self-assessment to the Board.
  • Similarly, at least once per year, each ET Committee will meet to discuss and document its prior year performance, and then report to the ET.

6. Role of Secretary to Executive Team and Board

The ET is supported by CSIRO Governance, which organises ET meetings and provides secretariat support. CSIRO Governance is a point of reference for all dealings between Board and Management.

The ET Secretary is responsible for preparation of the Agenda; ET forward agenda; annual calendar; issuing of papers prior to the meeting; ensuring presentations are ready for the meeting; and issuing Minutes and Actions Arising within 4 days of the meeting.

The ET Secretary holds the position of Secretary to the Board, and will seek to maintain synergy between the CSIRO Board and CSIRO Executive in the pursuit of the Organisation’s strategy.

As Secretary to the ET and Board, the Secretary will coordinate or oversight each of the Board and ET Committees to ensure good governance, appropriate focus on issues within their Charters, and effective reporting to the ET and Board, respectively.

Appendix - Operating Guidelines for CSIRO Executive Team and ET Committees

1. Meeting calendar and forward planner

  • Meetings will be convened by the Chief Executive or Committee Chair.
  • The number, location and dates of meetings will be determined in advance and published annually.
  • Other meetings may be arranged to address specific issues, such as strategy development.
  • Meetings may be conducted by video conference, telephone, facsimile, email, or any other method decided by the Chief Executive or Committee Chair.
  • Chief Executive or Committee Chair will develop a Forward Planner, with assistance of the Secretary, to support the timely preparation of papers and reports and the business of the ET/Committee.

2. Meeting papers

  • The ET/Committee Secretary will prepare and circulate in advance of each meeting a formal agenda, together with copies of papers relevant to the business of the meeting.
  • Sponsors will be responsible for papers being received on time and in the agreed format.
  • The Secretary has responsibility for quality control of papers (ensuring papers articulate the issue).
  • Papers will be brief and succinct; describe the anticipated impact on CSIRO, and its stakeholders; and enable the ET/Committee to provide advice or make decisions on a sufficiently informed basis.
    • The Purpose must succinctly state what the paper is about and action required (decision, discussion, noting). See Templates for more details.        
    • The length of ET papers will be for Information (2 pages), Decision (5 pages), Major strategic issue (10 pages)
    • There is capacity for additional information and links to be provided, which will be placed on the ET and Board SharePoint site.
    • ET papers will use the same template as Board papers.
  • Papers will be submitted by the stated deadline; only in exceptional circumstances will a late paper be allowed. Presentations will be sent to Secretary 3 business days before the meeting.

3. Minutes and report to ET

  • The ET/Committee Secretary will maintain a formal record of the meeting in a form agreed by the Chief Executive (Committee Chair).
  • A copy of the minutes, when confirmed, will be distributed to ET Members by the Secretary.
  • The Committee Chair will provide a summary of issues and actions of each Committee meeting to the ET meeting (where possible immediately following the Committee meeting).

4. Out of Session papers and Circular resolution

  • Proposed out-of-session papers should be discussed with the Chief Executive (or Committee Chair).
  • In general, the ET exercises collective decision making to achieve consensus. If an out-of-session paper is circulated for comment or approval, a non-response by an ET member (ET Committee member) within the stated timeframe will be taken as no comment / endorsement of the recommended action.
  • If the Chief Executive decides a matter should be determined more formally by circular resolution, the standard protocol is to allow three working days for the circular resolution and after that time approval by default will be presumed. If an ET member advises that they do not support the proposal then the matter should be referred to a meeting of the ET and the member should raise their concerns with the Chief Executive. Details on the management of individual circular resolutions will be stated in the correspondence to the Members on the resolution.

5. Records

  • Records of the business of the ET and ET committees, including meeting papers and minutes, will be maintained in the CSIRO Records Management System, in accordance with CSIRO Recordkeeping procedures.

6. Specific Operating Guidelines

  Executive Team Science, Strategy, Investment and Impact (SICOM) Committee Major Transactions Committee
Membership
Composition Chief Executive and members of the Executive Team:
  • Deputy Chief Executive
  • Chief Financial Officer
  • Executive Directors
  • Deputy Chief Executive
  • Executive Directors
  • Chief Financial Officer
  • Chief Financial Officer
  • Executive Director, Environment
  • GM Commercial
  • GM Governance
  • GM Strategy, Performance & International
Chair Chief Executive Deputy Chief Executive
Chief Financial Officer
Acting Chair In absence of Chief Executive, meetings will be chaired by a Deputy Chief Executive or an ET member selected by the Chief Executive. In absence of Deputy Chief Executive, meetings will be chaired by a Senior Executive selected by the Deputy Chief Executive. In absence of Chief Financial Office, meetings will be chaired by a member selected by the Chief Financial Officer.
Quorum Majority of members including the Chief Executive or one of the Deputy Chief Executives. Deputy Chief Executive plus two other Executive Team members of the Committee. Majority of members including the Chair or Acting Chair.
Decisions

Unless otherwise determined by the Chief Executive, the Executive Team will exercise collective decision making to achieve consensus.

However, the role of the Executive Team is to assist the Chief Executive, who will make the final decision.

Decisions are by consensus.

Decisions are not decided by a majority of votes and the chair does not have a presiding vote.

If there is no consensus, the matter will be referred to the Executive Team.

Decisions are by consensus.

Decisions are not decided by a majority of votes and the chair does not have a presiding vote.

If there is no consensus, the transaction or matter will be referred to the Executive Team or Chief Executive.

Matters of a strategic or policy will be referred to the Executive Team.

Recommendations Chief Executive will make recommendations to Board, when required. Chair will make recommendations and provide advice to the Executive Team. Chair will make a recommendation (which may include conditions) to the Chief Executive, the Executive Team, and the Board as to whether or not the Committee supports CSIRO entering a transaction.
Other requirements   As required, the Deputy Chief Executive will provide written advice to the relevant Group Executive about decisions, recommendations and required actions. As required, the Chief Financial Officer will provide written advice to the relevant Group Executive (proponent) about decisions, recommendations and required actions.
Attendance
Attendance In consultation with the Chief Executive, other people may be invited to attend meetings and present papers.
  • Other Executive Team members as required and at the discretion of the Chair;
  • General Manager, Governance
  • General Manager, Strategy, Performance & Flagships; and
  • General Manager, Science Excellence.
Executive Team Members may attend meetings.
Secretary General Manager, Governance SICOM Secretary (Office of the Deputy Chief Executive) Major Transaction Committee Secretary (Governance)
Power & Authority
Executive powers None None None

Authority to act

(ie. review, advise, recommend, endorse or approve)

Authority of the Executive Team from:

  • Executive Team Charters, approved by the Chief Executive
  • CSIRO policies, standards and procedures, which identify matters to be referred to / decided by the Executive Team.

Authority of the SICOM from:

  • SICOM Charter, approved by the Chief Executive
  • CSIRO policies, standards and procedures, which identify matters to be referred to / decided by the SICOM.

Authority of the MTC from:

  • MTC Committee Charter, approved by the Chief Executive
  • CSIRO policies, standards, procedures, which identify matters to be referred to / decided by the MTC
  • CSIRO delegations & authorities, including the Chief Executive & Board Major Transactions Threshold Table.
Operations
Agenda Chief Executive or Chair of meeting sets the meeting agenda. Deputy Chief Executive or Chair of meeting sets the meeting agenda. Chief Financial Officer or Chair of meeting sets the meeting agenda.
Forward planner Chief Executive sets forward planner with assistance of Secretary. Deputy Chief Executive sets forward planner with assistance of Secretary. Chief Financial Officer sets forward planner with assistance of Secretary
Frequency of meetings Approximately monthly As required, typically at the same time as monthly Executive Team meetings Approximately fortnightly
Format of papers Secretary to circulate templates Secretary to circulate templates Secretary to circulate templates
Length of papers

Length of papers:

  • Information (2 pages)
  • Decision (5 pages)
  • Major strategic issue (10 pages)
   
Support Governance Office of Deputy Chief Executive Governance

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