Introduction
The Major Transactions Committee (MTC) is a committee of the Executive Team (ET) under the authority of the Chief Executive (CE). These Terms of Reference set out the objectives, composition, reporting, administrative arrangements, and review process for the MTC.
Purpose
The MTC supports CSIRO's involvement in major commercial and other transactions and related matters and investment.
MTC has no delegations or decision-making power and derives its authority from:
- these Terms of Reference, approved by ET; and
- CSIRO policies, guidelines, procedures, which identify matters to be referred to or considered by MTC.
The MTC will review and make recommendations to the CE regarding major transactions that require CE or Board approval under the CSIRO delegations and authorities (Major Transactions).
Major transactions include:
- transactions which involve entering into, termination or material variations of:
- research alliances, joint ventures, research centres, and other significant partnerships, trusts, unincorporated joint ventures or similar arrangements
- the formation of or participation in a company and acquisition or disposal of shares or other equity or debt instruments in relation to a company
- the acquisition or disposal of a significant business or commencing or ceasing a significant business activity
- transactions that might constrain CSIRO's ability to perform its statutory functions, including its ability to carry our research and technology transfer for customers or in particular research areas
- CSIRO becoming a member of an organisation by participation in an unincorporated or incorporated arrangement
- any transaction where the residual risk rating (RRR) is Very High or Severe; and
- any transaction with a total lifetime transaction value >$5M.
The transactions can be of a commercial, procurement or capital (property and major equipment) nature.
Specific responsibilities
The MTC will:
- Make recommendations to the CE regarding Major Transactions having regard to (amongst other things):
- soundness of the commercial strategy, including sensitivities and issues
- strategic alignment, including including APaIR, Portfolio, financial and capital implications
- details of the Major Transaction
- compliance with legislative requirements, including the PGPA Act
- compliance with CSIRO policy, guidelines and procedures, including in relation to HSE and use of CSIRO name and logo and
- risk mitigation strategies, including proposed management and financial controls
- Provide advice and feedback to transaction proponents with the aim of improving the quality and impact of CSIRO's business development and technology transfer activities.
- Provide advice to the ET or ET member responsible, as requested, on matters related to proper and efficient performance of business development, intellectual property management and technology transfer activities in CSIRO, including advice on:
- delivery of agreed investment strategies
- delivery of the CSIRO strategy with respect to the collaboration pillar
- the implications of CSIRO's involvement in potential commercial ventures, major projects and government programs (e.g. CRCs) including recommendations regarding conditions for involvement in such ventures, projects or programs
- related new directions and/or policies and guidelines.
Composition
The MTC comprises:
- Chief Operating Officer (Chair)
- Executive Director, Growth
- Chief Finance Officer
- Director, Science Impact and Policy
- Executive Director, Future Industries
- Executive Director, Environment, Energy and Resources
- Executive Director, National Facilities and Collections
- General Counsel
- Director, Commercial
Observers
Chief Scientist
Director Governance
The following observer positions will be on a 4 monthly rotation:
- Business Unit (BU) Director
- Research Director/Group Leader
- Business Development (BD)/Commercial Secretariat shadow.
In addition, BU Directors speaking to their paper will be invited to stay and observe for the rest of the meeting.
Administration
Meetings
The Committee will meet approximately fortnightly from February through to December each year. Extraordinary meetings may be held as required.
The dates of meetings will be determined in advance and published annually.
Out of session papers and circular resolution
In certain exceptional circumstances, MTC meets out of session to consider proposed Major Transactions unable to align with scheduled MTC meetings. This is at the discretion of the Chair.
Proposed out-of-session papers must be discussed with the Secretariat and then the Chair.
If an out-of-session paper is circulated for comment or approval, a non-response by an MTC member within the stated timeframe will be taken as endorsement of the recommended action.
Attendance and quorum
MTC members may nominate a BU Leader to attend a meeting if approved by the Chair in advance of the meeting.
Guests and subject matter experts may be invited by the Chair as meeting guests.
Additional observers may be invited by the Chair on a rotational basis as a development opportunity.
A quorum will comprise a Chair and any three of the other MTC members.
In the absence of the Chair, a member selected by the Chair (or the MTC if the Chair is unable to select an acting Chair) will chair the meeting.
All decisions are by consensus. If there is no consensus, the MTC will refer the transaction to the ET.
Secretariat
Governance will provide the Secretariat to the Committee.
Secretariat, in discussion with the Chair, will develop a forward planner to support the timely preparation of papers and reports and the business of the MTC.
Secretariat will monitor and manage the forward agenda of Major Transactions to ensure efficient management of the CE approval process. Secretariat will share the forward agenda with all CLT.
Secretariat will maintain a library of exemplar transactions to assist in the development of high quality transactions and provide lessons learned.
Secretariat will monitor CE memo outcomes and the progress of transactions.
Meeting papers
- Secretariat will prepare and circulate at least five days in advance of each meeting, a formal agenda, together with copies of papers relevant to the business of the meeting.
- Papers are due at least ten business days and presentations at least three business days before the meeting at which the matter is listed.
- All papers must be cleared by the relevant ED prior to submission to the Secretariat.
- Sponsors are responsible for the Secretariat receiving papers on time and in the agreed format.
- Secretariat has responsibility for quality control of papers (ensuring papers achieve their purpose).
- Papers will be brief and succinct; describe the anticipated impact of the proposed Major Transaction for CSIRO, and its stakeholders; and enable the MTC to provide advice or make decisions on an informed basis.
- The recommendation must succinctly state what the paper is about, and action required (decision, discussion, noting). See template for more details.
- Only in exceptional circumstances will a late paper be allowed.
- Minutes
- Secretariat will distribute a copy of the draft minutes cleared by the Chair at the next meeting.
- Transaction teams will receive a relevant extract of the minutes after Chair approval.
- Minutes will be distributed to the CLT.
Review
The Committee will review its terms of reference annually.
Reporting
The Chair will provide a summary of key issues and recommendations from the MTC on matters within its remit in the Operations Report to ET. The Chair will provide a quarterly summary of key transactions and issues arising to the CLT.