Board People and Safety Committee (BPSC) Charter

Effective 1 July 2025

1. PURPOSE

In accordance with the Science and Industry Research Act 1949 (SIR Act), the Board may establish Advisory Committees to give advice to the Board on matters relating to CSIRO’S functions¹.

The Board has established the Board People and Safety Committee (BPSC) to assists the Board to fulfil its governance responsibilities in relation to people and culture strategies, health and safety strategies and obligations, remuneration and performance.

2. FUNCTIONS OF THE BPSC

The BPSC will assist the CSIRO Board to fulfil its oversight responsibilities to discharge its duty of care, diligence and skill in relation to:

• People and culture strategies.
• Health and safety strategies and obligations.
• Remuneration and Performance.

The BPSC has the following responsibilities:

2.1. People and Culture

• Review and monitor the development, implementation and effectiveness of people strategies to attract, retain and develop people required by CSIRO to maintain and enhance its capabilities and capacity.
• Oversee and review specific people and culture related risks and incidents.
• Consult with the Chief Executive on talent and succession planning for executive positions within CSIRO, and the plans relating to talent, development and retention.
• Review and make recommendations to the Board in relation to principles underpinning the CSIRO Enterprise Agreement including broad strategic issues and options.
• Ensure CSIRO has competitive employment conditions and remuneration structure.
• Endorse the CSIRO Code of Conduct and CSIRO values and recommend them to the CSIRO Board for approval. Monitor the implementation, performance and compliance with the Code of Conduct and values, including any external reporting impacts.
• Review and monitor the development, implementation and effectiveness of CSIRO culture, staff engagement and leadership capability.
• Review and Monitor diversity and Inclusion strategies and outcomes.

2.2. Health and Safety

• Review the development and implementation of CSIRO's Health & Safety strategy and related initiatives and monitor Health & Safety performance.
• Ensure that CSIRO has appropriate and effective health and safety systems, processes and procedures in place including processes for receiving and considering information regarding incidents, hazards and risks and responding in a timely way to that information.
• Monitor Health Safety and Environment performance through leading and lagging indicators.
• Receive and review on behalf of the Board serious incidents reports and investigations including high potential near miss incidents.

2.3. Remuneration and Performance

• Make recommendations to the Board on the remuneration and performance of the Chief Executive including possible key result areas and performance targets.
• Assess the annual enterprise performance and recommend to the Board a performance score for the purpose of determining the overall Chief Executive annual performance and performance bonus.
• With the Chief Executive, review proposed decisions with respect to the remuneration and performance assessment of Executive Team members and ratify these recommendations if thought appropriate.
• Oversee the executive remuneration policy and framework of CSIRO including the senior executive banding structure (focus on positions, not individuals) with reference to the market.
• Review and provide advice on remuneration benchmarking to ensure CSIRO retains and attracts talent.

3. AUTHORITY

The BPSC has the full authority of the Board to carry out the functions and responsibilities set out in this Charter, including having access to reasonable internal and external resources and obtaining independent advice at CSIRO’s expense.

The BPSC does not have the authority to approve any matter on behalf of the Board unless formally delegated to do so by the CSIRO Board.
Recommendations of the BPSC are to be referred to the Board for approval.

4. MEMBERSHIP

The following rules apply to the membership of the BPSC:The Board appoints the BPSC Chair and members.

• The BPSC comprises at least three members of the Board.
• BPSC Members must declare material personal conflicts of interests as soon as they become aware and at least before or at the commencement of each BPSC meeting. The BPSC shall determine the most appropriate manner to manage any actual or perceived conflicts.

The BPSC Chair shall be responsible for:

• Ensuring the BPSC operates in accordance with this Charter.
• The Conduct of BPSC Meetings.
• Reporting and making recommendations to the CSIRO Board on the functions of the BPSC.

5. MEETINGS

The following rules shall apply to BPSC Meetings:

• The BPSC will meet at least four times per year and at such other times as are necessary, with all meetings convened by the Committee Chair.
• At the invitation of the BPSC Chair, the Chief People Officer and other appropriate management will attend BPSC meetings.
• Recommendations of the BPSC are to be referred to the Board for approval. The BPSC does not have the authority to approve any matter on behalf of the Board unless formally delegated to do so by the CSIRO Board.
• The CSIRO Corporate Secretary supports the BPSC and attends the meetings.
• A quorum constitutes a majority of non-executive members of the Board on the Committee.
  • If the quorum for a meeting cannot be reached for any reason, the Chair of the Committee can consider the attendance of any member of the CSIRO Board at the meeting, other than the Chief Executive, to contribute towards making up the quorum for the meeting, despite the Board Member not being an appointed Committee Member.
• Board Members who are not BPSC Members may attend meetings as observers.
• Minutes of each BPSC meeting will be submitted to the Board for information.

6. REPORTING TO THE BOARD

The BPSC, through the Chair, shall report to the CSIRO Board in relation to:

• Material matters discussed and reviewed by the BPSC.
• Recommendations regarding the appropriateness of CSIRO’s people and culture, health and safety strategies and obligations, remuneration and performance.
• Significant matters that may require Ministerial notification and disclosure in the Annual Report².

The BPSC can recommend that information and papers considered by the BPSC be shared with other Committees, to assist that Committee in the performance of its functions and responsibilities.

7. REVIEW OF THIS CHARTER

The performance and membership of the BPSC will be reviewed annually.

This Charter shall be reviewed at least every two years by the BPSC with recommendations for changes to be made to the Board for approval.

Effective 1 July 2025

1. PURPOSE

In accordance with the Science and Industry Research Act 1949 (SIR Act), the Board may establish Advisory Committees to give advice to the Board on matters relating to CSIRO’S functions¹.

The Board has established the Board People and Safety Committee (BPSC) to assists the Board to fulfil its governance responsibilities in relation to people and culture strategies, health and safety strategies and obligations, remuneration and performance.

2. FUNCTIONS OF THE BPSC

The BPSC will assist the CSIRO Board to fulfil its oversight responsibilities to discharge its duty of care, diligence and skill in relation to:

• People and culture strategies.
• Health and safety strategies and obligations.
• Remuneration and Performance.

The BPSC has the following responsibilities:

2.1. People and Culture

• Review and monitor the development, implementation and effectiveness of people strategies to attract, retain and develop people required by CSIRO to maintain and enhance its capabilities and capacity.
• Oversee and review specific people and culture related risks and incidents.
• Consult with the Chief Executive on talent and succession planning for executive positions within CSIRO, and the plans relating to talent, development and retention.
• Review and make recommendations to the Board in relation to principles underpinning the CSIRO Enterprise Agreement including broad strategic issues and options.
• Ensure CSIRO has competitive employment conditions and remuneration structure.
• Endorse the CSIRO Code of Conduct and CSIRO values and recommend them to the CSIRO Board for approval. Monitor the implementation, performance and compliance with the Code of Conduct and values, including any external reporting impacts.
• Review and monitor the development, implementation and effectiveness of CSIRO culture, staff engagement and leadership capability.
• Review and Monitor diversity and Inclusion strategies and outcomes.

2.2. Health and Safety

• Review the development and implementation of CSIRO's Health & Safety strategy and related initiatives and monitor Health & Safety performance.
• Ensure that CSIRO has appropriate and effective health and safety systems, processes and procedures in place including processes for receiving and considering information regarding incidents, hazards and risks and responding in a timely way to that information.
• Monitor Health Safety and Environment performance through leading and lagging indicators.
• Receive and review on behalf of the Board serious incidents reports and investigations including high potential near miss incidents.

2.3. Remuneration and Performance

• Make recommendations to the Board on the remuneration and performance of the Chief Executive including possible key result areas and performance targets.
• Assess the annual enterprise performance and recommend to the Board a performance score for the purpose of determining the overall Chief Executive annual performance and performance bonus.
• With the Chief Executive, review proposed decisions with respect to the remuneration and performance assessment of Executive Team members and ratify these recommendations if thought appropriate.
• Oversee the executive remuneration policy and framework of CSIRO including the senior executive banding structure (focus on positions, not individuals) with reference to the market.
• Review and provide advice on remuneration benchmarking to ensure CSIRO retains and attracts talent.

3. AUTHORITY

The BPSC has the full authority of the Board to carry out the functions and responsibilities set out in this Charter, including having access to reasonable internal and external resources and obtaining independent advice at CSIRO’s expense.

The BPSC does not have the authority to approve any matter on behalf of the Board unless formally delegated to do so by the CSIRO Board.
Recommendations of the BPSC are to be referred to the Board for approval.

4. MEMBERSHIP

The following rules apply to the membership of the BPSC:The Board appoints the BPSC Chair and members.

• The BPSC comprises at least three members of the Board.
• BPSC Members must declare material personal conflicts of interests as soon as they become aware and at least before or at the commencement of each BPSC meeting. The BPSC shall determine the most appropriate manner to manage any actual or perceived conflicts.

The BPSC Chair shall be responsible for:

• Ensuring the BPSC operates in accordance with this Charter.
• The Conduct of BPSC Meetings.
• Reporting and making recommendations to the CSIRO Board on the functions of the BPSC.

5. MEETINGS

The following rules shall apply to BPSC Meetings:

• The BPSC will meet at least four times per year and at such other times as are necessary, with all meetings convened by the Committee Chair.
• At the invitation of the BPSC Chair, the Chief People Officer and other appropriate management will attend BPSC meetings.
• Recommendations of the BPSC are to be referred to the Board for approval. The BPSC does not have the authority to approve any matter on behalf of the Board unless formally delegated to do so by the CSIRO Board.
• The CSIRO Corporate Secretary supports the BPSC and attends the meetings.
• A quorum constitutes a majority of non-executive members of the Board on the Committee.
  • If the quorum for a meeting cannot be reached for any reason, the Chair of the Committee can consider the attendance of any member of the CSIRO Board at the meeting, other than the Chief Executive, to contribute towards making up the quorum for the meeting, despite the Board Member not being an appointed Committee Member.
• Board Members who are not BPSC Members may attend meetings as observers.
• Minutes of each BPSC meeting will be submitted to the Board for information.

6. REPORTING TO THE BOARD

The BPSC, through the Chair, shall report to the CSIRO Board in relation to:

• Material matters discussed and reviewed by the BPSC.
• Recommendations regarding the appropriateness of CSIRO’s people and culture, health and safety strategies and obligations, remuneration and performance.
• Significant matters that may require Ministerial notification and disclosure in the Annual Report².

The BPSC can recommend that information and papers considered by the BPSC be shared with other Committees, to assist that Committee in the performance of its functions and responsibilities.

7. REVIEW OF THIS CHARTER

The performance and membership of the BPSC will be reviewed annually.

This Charter shall be reviewed at least every two years by the BPSC with recommendations for changes to be made to the Board for approval.