Board Governance Document

The governance arrangements of the Board of CSIRO.

(Date of effect: 1 July 2016)

Intent

CSIRO Board Governance Document defines the governance arrangements of the Board of CSIRO.

The document should be read in conjunction with:

The Board Governance Document covers:

  1. Board membership and support
  2. Conduct of Board Members
  3. Board and Chief Executive Remuneration
  4. Board delegations, committees and operations
  5. Matters specifically reserved for Board decision-making
  6. Directions to the Chief Executive
  7. Information publicly available on the operations of the Board

Introduction

The CSIRO Board operates in accordance with the SIR Act, which sets out the functions, composition and operations of the Board; and the PGPA Act and related Rules which sets out the general duties of the Board and officials and planning, accountability and other requirements.

The Board operates in part through two standing committees, the Board Audit and Risk Committee and the Board People Health and Safety Committee and two advisory committees, the Australia Telescope Steering Committee, and Marine National Facility Steering Committee:

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1. Board Membership and Support

1.1 Composition of Board

  • The Board comprises the Chief Executive and not fewer than 7 and not more than 9 other members, who hold office on a non-executive basis.
  • Membership is for a term not exceeding 5 years. However, Board members may receive additional appointments.
  • The Chairman will provide advice to the Minister in respect of Board membership.
  • With advice from the Minister, the Governor-General appoints the members, Deputy Chairman and Chairman.

1.2 Role of Chairman

The Chairman is appointed by the Governor-General, with advice from the Minister. The Chairman's responsibilities are to ensure that the Board discharges its role including:

  • Chairing board meetings.
  • Providing the appropriate leadership to the Board and CSIRO.
  • Ensuring membership of the Board is skilled and appropriate for CSIRO’s needs, on advice from the Board People, Health & Safety Committee.
  • Facilitating Board discussions to ensure the core issues facing the Organisation are addressed.
  • Maintaining a regular dialogue and mentoring relationship with the Chief Executive and Executive Team.
  • Monitoring Board performance and coordinating a review of the Board's performance at least every 18 months.
  • Guiding and promoting the on-going effectiveness and development of the Board and individual Board members.

1.3 Role of Deputy Chairman

The Deputy Chairman fulfils the responsibilities of the Chairman, in the event that the Chairman has temporarily vacated their position or is not present at a meeting of the Board.

1.4 Role of Chief Executive

  • The Chief Executive is appointed by the Board, in consultation with the Minister. The Chief Executive is a member of the Board.
  • 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 and the Board Directions to the Chief Executive.

1.5 Role of Secretary

The General Manager, Governance is Secretary to the Board and is responsible for:

  • developing with the Chairman and delivering the Board Forward Planner, and preparing agendas and a formal record of all Board meetings;
  • preparing or arranging information briefs for the Board;
  • working with the Chief Executive to ensure that all matters presented to the Board for consideration clearly articulate the risk implications arising from the recommended option;
  • provision of strategic advice to the Chairman, Chief Executive, Board Members and senior staff;
  • coordination of Board activities with Board Committees;
  • coordinating an induction program for new Board members;
  • administering a sign off process to ensure that outcomes enacted by the Chief Executive are consistent with decisions made by the Board;
  • administering a sign off process to ensure that communication strategies and actions agreed by the Board are undertaken in a manner consistent with the Boards decision; and
  • coordinating a continuing professional development program for Board Members.

1.6 Support

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

2. Conduct of Board Members

2.1 Duties of Officials

The Board members must act in accordance with the general duties of officials as set out in the PGPA Act (s25-29).

In addition, Board members are required to be aware of the CSIRO Code of Conduct and CSIRO's Values, in the context of their role as a Board member.

2.2 Participation in Board meetings

  • Board 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 cast their vote on any resolution according to their own judgement.
  • Outside the boardroom, Board members should support the letter and spirit of Board decisions.
  • Board members must keep confidential Board discussions, deliberations and decisions which have not been publicly disclosed by CSIRO.

2.3 Disclosure and management of Conflicts of Interest

The PGPA Act and related Rule requires Board members to disclose any conflicts of interest and to abstain from participating in any discussion or voting on matters in which they have a material personal interest. In addition, the Board has developed procedures to be followed by a Board member who believes he or she may have a conflict of interest or material personal interest.

Board members must:

  • Disclose to the Board any actual or potential conflicts of interest which may exist or might reasonably be thought to exist as soon as they arise;
  • If deemed appropriate by the Board or the Board member, take such steps as are necessary and reasonable to resolve any conflict of interest within an appropriate period; and
  • Comply with the PGPA Act and related Rule provisions about disclosing interests and restrictions on voting.

A standing item at the beginning of all Board meetings requires individual Board Members to declare and have documented any possible or potential conflicts of interest. The disclosure must be documented in the minutes of the meeting.

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

To support transparency around potential conflicts of interest, Board members' relevant related party directorships and associations will be publicly available and published in the CSIRO Annual Report.

2.4 Disclosure of Interest by Chief Executive

In addition to PGPA Act and related Rule requirements, the Chief Executive will give written notice to the Board of all direct or indirect pecuniary interests that the Chief Executive has or may have in any business or in any body corporate carrying on a business (SIR Act s10F).

3. Board and Chief Executive Remuneration

The remuneration for the non-executive members of the Board and the Chief Executive are determined by the Commonwealth Remuneration Tribunal .

The Chief Executive holds office on such terms and conditions (if any) in respect of matters not provided for by the SIR Act as are determined by the Board.

4. Board Delegations, Committees and Operations

4.1 Delegations from Board

The Board may, by resolution, delegate to an eligible person, or to a committee of eligible persons, all or any of the Board’s powers under the SIR Act or the regulations [see SIR Act s22A].

4.2 Board Committees

The Board operates partly through two standing Committees:

  • CSIRO Audit and Risk Committee assists CSIRO and its Board in the areas of financial management, risk management, internal control and compliance.
  • CSIRO People, Health and Safety Committee assists the Board to fulfil its governance responsibilities in relation to organisational development, people related activities and health and safety.

Each Committee operates in accordance with a written charter, approved by the Board and consistent with CSIRO's enabling legislation. The Board may choose to establish other Board committees from time to time.

4.3 Board Advisory Committees

The Board may establish advisory committees to give advice to the Board on matters relating to the functions of CSIRO. The Board, through the Chairman, will communicate the Board’s expectations as to the manner in which the advisory committees will perform their functions, including how meetings will be conducted and whether members of the advisory committees will be remunerated.

4.4 Meetings and related operational requirements

The requirements for Board and Board Committee meetings and related activities is at Appendix 1 below.

4.5 Circular resolution

The Board may consider matters out of session by circular resolution. Unless otherwise agreed by the Board, the standard protocol is to allow three working days for the circular resolution and after that time approval by default will be presumed. If a Board member advises that they do not support the proposal then the matter should be referred to a meeting of the Board and the member should raise their concerns with the Chairman. Details on the management of individual circular resolutions are stated in the correspondence to the Members on the resolution.

4.6 Access to Senior Management, information and independent advice

  • Board members have complete access to CSIRO's senior management. In addition to regular presentations by senior management to Board meetings, Board members may seek briefings from senior management on specific matters through the Chief Executive. Management will advise the Chief Executive of all discussions with Board members relevant to the operations of CSIRO.
  • Each Board member must be provided access to Board Papers for seven years after they cease to be a member of the Board.
  • Board members may take independent professional advice as is considered necessary.

4.7 Board induction

Newly appointed Board members are informed of their responsibilities and rights through a formal induction process conducted by the Board Secretary.

4.8 Board performance review

The Board reviews its performance, composition and skill base at regular intervals to ensure it is operating efficiently, effectively and with regard for the principles of good corporate governance.

The Board will review its conduct, processes, culture and etiquette on an annual basis to assist in maintaining efficient and effective Board meetings.

The Chairman coordinates a review of the Board's performance at least every 18 months.

Every second review is conducted by an independent consultant, commissioned by the Chairman.

4.9 Directors' and Officer's Indemnity

CSIRO's Directors' and Officers' Liability insurance indemnifies CSIRO and Board Members for their legal liability for the consequences of a wrongful act, provided that such indemnity is not prevented by the CAC Act or other relevant legislation.

5. Powers reserved for the Board

  • The Board decides which CSIRO matters are reserved for its decision, with the remainder being dealt with by management.
  • The Board approves the delegation of powers by the Chief Executive to officers of CSIRO, as required under the SIR Act.
  • The Chief Executive is responsible to the Board for ensuring that delegates are reliable and competent and that adequate controls are in place to oversee the operation of the Chief Executive’s delegated powers.

6. Board Directions to Chief Executive

The Board issues Directions to the Chief Executive, in accordance with SIR Act, and reviews them at least once a year. They are published under a separate cover and available to all staff.

7. Information publicly available on the operations of the Board

The following information is publicly available on the CSIRO website:

  • Members of the Board (profile and related party directorships and associations)
  • Terms of Board Members
  • Board and Board Committee Charters and the Board Governance Document.

Appendix 1

Operations of the CSIRO Board and Board Committees Compliance requirements

  • CSIRO Board meetings and related activities are conducted in accordance with the SIR Act.
  • The Board Audit and Risk Committee and related activities are conducted in accordance with the PGPA Act and prescribed Rule regarding the composition of audit committees.

Board Committees operations

Membership and duties

  • The Chairman and Membership of each Committee are determined from time to time by the Board. Other non-executive members of the Board may attend Committee meetings with prior notice to the Committee Chair, but are not members of the Committee.
  • The role of the Chairman of the Committee is to manage the Committee and its meetings, set the Forward Planner and agenda and ensure the Committee is provided with accurate, timely and clear information.
  • The Duties of Individual Board Members, as outlined in the Board Governance Document, apply to the operations of this Committee.
    • Conflicts of interest involving Committee members are to be dealt with in accordance with procedures in the Board Governance Document.

General Authority

  • The Board authorises the Board Committees, within the scope of the responsibilities contained in its respective Charter, to:
    • Pursue any activity within its Charter;
    • Request any information it requires from CSIRO;
    • Take such independent professional advice as it considers necessary; and
    • Request attendance of any CSIRO officer at its meetings as required and appropriate.
  • In addition, the Board authorises the BARC, within the scope of its responsibilities to:
    • Request any information it requires from CSIRO Internal Audit, the External Auditor, any employee or contractor and any external party.

Meeting arrangements, Minutes and Report to Board

  • The Committee Secretary prepares and circulates in advance of each meeting a formal agenda, together with copies of papers relevant to the business of the meeting.
  • Unless otherwise directed by the Committee Chairman, agenda papers are delivered to the Committee members at least 5 working days prior to each meeting.
  • Meetings may be conducted by telephone, facsimile, email or any other method decided by the Committee Chairman.
  • A copy of the Committee agenda papers are distributed to all other members of the CSIRO Board at the same time.
  • The Committee Secretary maintains a formal record of the meeting in a form agreed by the Committee Chairman. A copy of the minutes of the Committee meetings, when confirmed, is distributed to Board Members by the Board Secretary’s office.
  • The Committee Chairman provides a summary of issues and actions of each Committee meeting to the Board meeting (where possible immediately following the Committee meeting).

2.4 Performance

  • At least once per year, the members of each Committee formally meet alone to discuss and document any item of business but in particular its prior year performance, and then report to the Board meeting on these outcomes.

Specific Operational Requirements for Board and Board Committees

Board Board Audit and Risk Committee (BARC) Board People Health & Safety Committee Advisory Committees to the Board (established under s24 of SIR Act)
  • Australia Telescope Steering Committee (ATSC)
  • Marine National Facility Steering Committee (MNFSC)

Membership

Composition

  • The Board comprises non‐ executive members including Chairman and Deputy Chairman and the Chief Executive.

[see SIR Act s14A].

  • The committee comprises at least 3 and not more than 5 non‐executive members of the Board.
  • The appointed: Board Chairman or acting Chairman; Chief Executive; acting Chief Executive; or Chief Finance Officer; must not be a member of the BARC.
  • An external member may be appointed to the Committee to provide professional advice and consultation on all matters pertaining to Committee activities.
  • The Committee comprises at least 3 and not more than 4 non‐executive members of the Board, including the Chairman of the Board (ex officio).
  • Committee members are appointed by the Board
  • ATSC comprises of:
    • 3 Australian astronomers
    • 3 overseas experts
    • 2 community representatives
    • 3 ex-officio members.
  • MNFSC comprises of:
    • an independent chair (representing the user community)
    • at least 3 independent representatives (from government, industry and the user community)
    • 3 ex-officio members
  • Ex officio appointments are made by the Director ATNF and by the Executive Director NFC.
  • The Director ATNF or Director MNF is not a member of the Advisory Committee.

Chair

  • Board Chairman
  • If Chairman is not present, the Deputy Chairman chairs meeting.
  • If Chairman and Deputy Chairman not present, then a member elected by members present chairs the meeting.

[see SIR Act s15(4‐5)]

  • Committee Chairman appointed by Board.
  • The BARC Chairman must not be the Chairman of the Board.
  • If the Chairman is not present then the Chairman in consultation with the Board Secretary, nominates the member to chair the meeting.
  • If the Chairman is unavailable to nominate a chair, then a member elected by members present chairs the meeting.
  • Committee Chairman appointed by Board.
  • If the Chairman is not present then the Chairman in consultation with the Board Secretary, nominates the member to chair the meeting.
  • If the Chairman is unavailable to nominate a chair, then a member elected by members present chairs the meeting.
  • Committee Chairman is appointed by the Board.
  • If the Chairman is not present then the Chairman in consultation with the Board Secretary, nominates the member to chair the meeting.
  • If the Chairman is unavailable to nominate a chair, then a member elected by members present chairs the meeting.

Quorum

A quorum is constituted:

  • where Board consists of 9 or 10 members – by 5 members; or
  • in any other case – by 4 members

[see SIR Act s15(3)]

A quorum constitutes the greater of two or a majority of non‐executive members of the Board on the Committee.

A quorum constitutes two non‐executive members of the Board on the Committee.

A quorum is constituted:

  • for ATSC: a majority of non-CSIRO (ex officio) members on the Committee.
  • for MNFC: a majority of non-CSIRO (ex officio) members on the Committee.

Decision

  • Questions arising at a meeting will be decided by a majority of the votes of the members present and voting.
  • The Chairman or other member presiding has a deliberative vote, and, in the event of votes being equal, also has a casting vote.

[see SIR Act s15(6‐7)]

  • Questions arising at a meeting will be decided by a majority of the votes of the members present and voting. 
  • The Chairman or other member presiding has a deliberative vote, and, in the event of votes being equal, also has a casting vote.

Other requirements

See Board Governance Document

  • Each new member is required to complete the Committee induction requirements.
  • Terms of members are to be staggered so that no more than one‐third of the members stand for reappointment in any given year.
  • The Committee must consist of at least 3 persons who have appropriate qualifications, knowledge, skills or experience to assist the Committee to perform its functions.
  • The composition of the Committee is assessed regularly.

The ATNF and MNF Directors will provide an Annual Report, endorsed by the Advisory Committee, to the Chief Executive Officer of CSIRO for forwarding to the CSIRO Board, detailing the ATNF and MNF operations, including the allocation of time, science and finances.

Attendance

Attendance

Board meetings are attended by:

  • Board Secretary, and Others by invitation of the Chairman including members of the Executive Team.

[see SIR Act s14A].

Board members are expected to demonstrate their commitment to the organisation by unbroken attendance at the Board, except when prevented by unforeseeable events.

Committee meetings are attended by:

  • Committee Secretary;
  • where invited, the External Auditor, the Chief Executive, the Chief Financial Officer, the Executive Manager, Audit and senior members of CSIRO management.

Committee members are expected to demonstrate their commitment to the organisation by unbroken attendance at the Committee, except when prevented by unforeseeable events.

Committee meetings are attended by:

  • Board Secretary, and
  • where invited, the Chief Executive, the Deputy Chief Executive, Science, Strategy and People and senior managers of Human Resources.

Committee members are expected to demonstrate their commitment to the organisation by unbroken attendance at the Committee, except when prevented by unforeseeable events.

Committee members are expected to demonstrate their commitment to the organisation by unbroken attendance at the Committee, except when prevented by unforeseeable events.

Power & Authority

Executive Powers

The Board has power to do all things necessary or convenient to be done for or in connection with the performance of its function [see SIR Act s12(2)].

Committee has no executive powers, supervisory functions or decision making authority in relation to the operations of CSIRO.

Committee has no executive powers, supervisory functions or decision making authority in relation to the operations of CSIRO.

  • Committee has no executive powers, supervisory function or decision making in relation to the operations of CSIRO.
  • The ATSC has power to appoint an independent Time Assignment Committee (TAC).
  • The ATSC Committee has power to appoint an Australia Telescope User Committee (ATUC) to provide input and feedback on performance of the Facility to the ATNF Director from the scientific users of the ATNF.
  • The MNF has power to appoint an independent Scientific Advisory Committee (SAC).
  • The MNF has power to appoint other committees necessary to carry out its duties.

Operations

Confidentiality

Board members must keep confidential Board discussions, deliberations and decisions which have not been publicly disclosed by CSIRO.

See Participation in Board meetings

Board members must keep confidential Board discussions, deliberations and decisions which have not been publicly disclosed by CSIRO.

See Participation in Board meetings

The business of the Committee is strictly confidential.

See Participation in Board meetings

The business of the Committee is strictly confidential.

See Participation in Board meetings

Frequency of meetings

As necessary for the performance of functions and when directed by Minister.

See Board Forward Planner.

  • The Committee meets quarterly or more frequently as required.
  • The Chairman of the BARC is required to call a meeting if requested by another Committee member or CSIRO Board member, or the Executive Manager, Audit, or the External Auditor.
  • The Committees must meet at least annually face to face.
  • Where international members are involved, adoption of video conferencing or similar capability is preferred for all other meetings.

Support

Activities of the Board are supported by the Board Secretary

Activities of the Committee are supported by a Committee Secretary (agreed to by the Committee).

Activities of the Committee are supported by

  • Board Secretary (Committee Secretary) and
  • Deputy Chief Executive, Science, Strategy and People

Activities of the Committees are supported by the Director ATNF or Director MNF.

Planning and review

See Board Forward Planner.

At least once per year (normally following a regular Committee meeting) the Members only or the Chairman of the BARC formally meet alone with:
i. the External Auditor
ii. the Executive Manager, Audit
to discuss matters that may be of interest to or warrant the attention of the BARC members. The Chairman of the BARC and the Chairman of the Board meet on a regular basis to discuss BARC issues.


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