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The Chief Executive must act in accordance with any policies determined by the Board and any directions given to the Chief Executive by the Board.
CSIRO is a body corporate constituted and operating under the Science and Industry Research Act 1949 (SIR Act) and a corporate Commonwealth entity operating under Public Governance, Performance and Accountability Act 2013 (PGPA Act) .
The main purpose of this instrument is to set out the formal directions given by the Board of CSIRO to the Chief Executive of CSIRO under the SIR Act.
The directions are also intended to harmonise the requirements of the SIR Act and the PGPA Act so that CSIRO will be governed seamlessly and be fully compliant with the requirements of both Acts.
The Board is responsible to the Commonwealth Government for the overall strategy, governance and performance of CSIRO. The functions of the Board are:
The Board has the power to do all things necessary or convenient to be done for or in connection with the performance of its functions [SIR Act s12].
The Board, as the accountable authority for CSIRO, also has a range of duties under the PGPA Act.
The Board has articulated how it will fulfil its functions and duties in more detail in the CSIRO Board Charter.
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 Board works with and through the Chief Executive and management of CSIRO to ensure the Organisation fulfils its functions.
The Chief Executive is responsible to the Board for the overall development of strategy, management and performance of CSIRO. The Chief Executive manages the Organisation in accordance with the strategy, plans and policies approved by the Board to achieve the Organisation's objectives.
By a resolution of the Board of Commonwealth Scientific and Industrial Research Organisation (CSIRO) dated 1 July 2015, pursuant to subsection 10A(3) and paragraph (1c) of section 12 of the Science and Industry Research Act 1949 [SIR Act], the following directions were given to the Chief Executive of CSIRO. The directions remain in force until amended or revoked by the Board of CSIRO.
The Chief Executive of CSIRO must:
(a) assist the Board and its committees to fulfil the functions and duties of the Board and their respective Charters by:
(b) facilitate communication between Board Members, Board Committee members, senior managers of CSIRO and the internal and external auditors of CSIRO in order to promote good governance, with particular reference to the duties of the Board under the PGPA Act.
(c) with the Board, govern CSIRO in a way that:
In making decisions in relation to (1 to 3), must take into account the effect of those decisions on public resources generally [PGPA Act s 15].
When enacting decisions approved by the Board, ensure those decisions align with the Boards agreed position.
proper, when used in relation to the use or management of public resources, means efficient, effective, economical and ethical.
(d) give written notice to the Board of all direct or indirect pecuniary interests the Chief Executive has or may have in any business or in any body corporate carrying on a business [SIR Act s10F] and notice of any material personal interest in a matter that relates to the affairs of CSIRO [PGPA Act s29]. This may include a standing notice of the nature and extent of the interest.
(a) in close consultation with the Board, prepare and submit for consideration and approval by the Board a draft Corporate Plan [PGPA Act s35] for an agreed planning period setting out:
The plan must cover CSIRO and any subsidiaries. [PGPA Act s35(5)].
(b) ensure the Corporate Plan sets out how the activities of CSIRO will contribute to achieving the key priorities and objectives of the Australian Government as related to the purpose of CSIRO; and ensure the Plan complies with the prescribed Rules [PGPA Act s34 & s 35].
(c) give the Corporate Plan to the responsible Minister and the Finance Minister, following approval by the Board, in accordance with the prescribed Rules [PGPA Act s35(c)].
(d) ensure the strategy and operations of CSIRO are informed by effective advisory mechanisms and when issued, by the Ministerial Statement of Expectations for CSIRO.
(e) encourage CSIRO leaders to cooperate with others to achieve common objectives, where practicable [PGPA Act s 17]; and ensure CSIRO cooperates with other organisations [SIR Act s10] in the coordination of scientific research, with a view to:
(f) conduct an annual review of the approved Corporate Plan with the Board.
(g) ensure the effective governance, communication and delivery of the approved Corporate Plan.
(h) submit more detailed strategies and investment proposals, preferably at the concept stage, to support delivery of the Corporate Plan to the Board for advice, endorsement or approval as appropriate. This includes all matters which would have a material impact on the Organisation.
Material matters include matters involving a major, long term research, relationship or financial commitment; a major change in CSIRO’s research priorities and capacity; high enterprise level residual risk; and matters potentially outside of the policies and strategies of the Board. Examples include industry and international strategies, new policy proposals to the Government and internal portfolio investment cases.
(i) prepare budget estimates for approval by the Board for each reporting period, and for any other periods directed by the Finance Minister, and give the estimates to the Finance Secretary once approved by the Board [PGPA Act s36(1)].
(j) ensure the budget estimates fairly present the estimated financial impacts of CSIRO’s activities for the reporting period or other period, and comply with Finance Secretary Directions [PGPA Act s36(2)].
(k) when imposing requirements on others in relation to the use or management of public resources for which CSIRO is responsible, take into account:
(a) ensure CSIRO has an effective Operating Model that:
(b) ensure the Board is consulted on:
(c) ensure that CSIRO's organisational capability:
(d) ensure a cohesive, healthy and safe working environment in which teamwork, creativity and innovation flourish; and in which staff are treated with equity and respect, act with integrity, honesty and openness, and may contribute effectively to the achievement of CSIRO's purpose and objectives.
(e) ensure staff consultation, in accordance with the Enterprise Agreement, and through the Consultative Council [SIR Act s56].
(f) encourage and foster effective communication processes.
(g) formulate for Board approval a Policy Framework and the policies necessary to ensure that CSIRO achieves its objectives and complies with all applicable laws and Government policies and directives.
(h) maintain a complementary set of more detailed standards, procedures and guidelines to be approved by the Chief Executive or Senior Managers in accordance with the Policy Framework.
(i) in complying with Directions 3(g) & 3(h), ensure that policies (including policies embodied in resource allocation decisions) relating to CSIRO's scientific research and technology transfer activities [SIR Act s9(1)(a) and (b)] are so expressed that they can be reported for purposes of SIR Act s51:
(j) must establish and maintain:
(k) implement and maintain systems to ensure CSIRO’s scientific research is conducted in accordance with Australian and international standards for responsible conduct of research, and to ensure the high quality of CSIRO’s research and scientific and technical advice.
(l) implement and maintain prudent and effective human resource, commercial, financial and administrative arrangements to secure the financial position and sustainability of the Organisation [PGPA Act s15(c)].
(m) implement measures directed at ensuring compliance with all applicable laws and Government policies and directives, including the Commonwealth Procurement and other Rules [PGPA s16(b)] and CSIRO’s policies, standards and procedures; and implement and maintain systems to identify and address breaches in such matters.
(n) implement and maintain systems, including suitable induction and staff education, to ensure CSIRO's statutory obligations and policies, standards and procedures are understood and complied with, including the CSIRO Code of Conduct.
(o) promote CSIRO’s values and the CSIRO Code of Conduct, and provide guidance to CSIRO and its researchers when engaging in public debate.
(p) ensure that delegations [SIR Act s10J(1)] and authorities [SIR Act s10A(4)] by the Chief Executive and delegations by the Board [SIR Act s22A] are appropriate and are properly documented in the CSIRO Delegations and Authorities Manual, and that:
unless those matters have been separately reported to the Board in accordance with Direction 3(p) (iii) and Direction 4(j).
(a) conduct the affairs of CSIRO in accordance with the requirements of all applicable laws and regulations including the SIR Act and PGPA Act and prescribed Rules, the applicable policies of the Government, and the policies of CSIRO.
(b) ensure that CSIRO performs its functions in accordance with:
(c) ensure that any policies of the Government notified to CSIRO are carried out in relation to CSIRO and any subsidiary of CSIRO, so far as practicable [PGPA Act s22].
(d) ensure that any directions or guidelines given to the CSIRO Board by the Minister are complied with [SIR Act s13].
(e) ensure, as far as practicable, that none of CSIRO’s subsidiaries does anything that the CSIRO does not itself have power to do [PGPA Act s86].
(f) report regularly to the Board on compliance with policies approved by the Board and to the Board Audit and Risk Committee and Board People, Health and Safety Committee on compliance with standards and procedures as relevant to the Charters of those committees.
(g) ensure that all banking, borrowing and investment by CSIRO is properly conducted and authorised in accordance with the PGPA Act and prescribed Rules [PGPA Act s54, s57, s59].
(h) ensure that accounts and records are kept that properly record and explain the transactions and financial position of CSIRO and in a way that:
(i) ensure that the granting of indemnities, guarantees or warrantees by CSIRO, and the obtaining of insurance by CSIRO, complies with the PGPA Act and prescribed Rules [PGPA Act s61 & s62].
(j) keep the Board and the Minister informed of the activities of CSIRO and its subsidiaries, give the Board and the Minister reasonable notice of significant issues that affect CSIRO, and notify the Board and the Minister of significant events [PGPA Act s19].
(k) give the Board and the Minister or the Finance Minister in a timely way any reports, documents and information in relation to those activities as that Minister requires [PGPA Act s19(b)].
(l) ensure information on company and share dealings, as set out in PGPA Act s72 and prescribed Rules, is provided to the Minister in order to cause a notice of the event to be tabled in each House of the Parliament as soon as practicable after the event occurs.
(m) keep the Board informed of any non‐compliance with the PGPA Act or events which may materially affect CSIRO’s financial sustainability.
(a) implement processes to properly record and explain, and measure and assess, the performance of CSIRO [PGPA s37‐39].
(b) prepare an annual performance statement, in accordance with the PGPA Act, for consideration by the Board and inclusion in the annual report [PGPA s37‐39]; and have the report available for examination by the Auditor‐General, if required [PGPA s40].
(c) ensure that the financial statements of CSIRO and any subsidiary of CSIRO are:
(d) prepare for consideration by the Board an Annual Report in accordance with s51 of the SIR Act and Division 6 of the PGPA Act and prescribed Rules by 31 August immediately following the end of the reporting period for CSIRO; and following approval of the annual report by the Board, give the annual report to the Minister on or before 31 October immediately following the end of the reporting period which is the subject of the report [SIR Act s51 & PGPA Act s46].
(e) prepare any other performance and compliance as required by the Government in a timely and accurate manner for approval by the Board.
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Last updated: Last updated: 28 June 2016
Printed from: Board Directions to the Chief Executive (http://csiroaucd2-cdc.it.csiro.au/en/About/Leadership-governance/Minister-and-Board/Directions-to-CEO)