(Date of effect: 1 July 2020)
The Board is responsible to the Australian Government for the overall direction, development, assurance and performance of CSIRO. The Board is responsible for ensuring CSIRO has appropriate governance aimed at delivering the functions of the Organisation, which seek to deliver innovative solutions for the benefit of the Australian society, community and industry.
The Science and Industry Research (SIR) Act 1949 (section 12) states:
- The functions of the Board are:
- to ensure the proper and efficient performance of the functions of the Organisation;
- to determine the policy of the Organisation with respect to any matter;
- to give directions to the Chief Executive under subsection 10A(3) of the SIR Act; and
- such other functions as are conferred on it by the SIR Act 1949.
- The Board has power to do all things necessary or convenient to be done for or in connection with the performance of its functions.
Under section 13 of the SIR Act, the Board is required to ensure compliance with any directions or guidelines given by the Minister responsible for CSIRO, in writing, with respect to the performance of the functions, or the exercise of the powers, of the Board or of the Organisation.
The Public Governance, Performance and Accountability Act 2013 (PGPA Act) sets out the duties of the Board (Accountable Authority) in the general duties sections 15-19.
The accountable authority must:
- Govern the entity in a way that:
- promotes the proper use and management of public resources for which the authority is responsible; and
- promotes the achievement of the purposes of the entity; and
- promotes the financial sustainability of the entity.
- In making the above decisions, consider the effect of those decisions on public resources generally.
- Must establish and maintain:
- an appropriate system of risk oversight and management for the entity; and
- an appropriate system of internal control for the entity; including by implementing measures directed at ensuring officials of the entity comply with the finance law i.e. the PGPA Act and Rules.
- Encourage officials of the entity to cooperate with others to achieve common objectives, where practicable.
- When imposing requirements on others in relation to the use or management of public resources for which the accountable authority of a Commonwealth entity is responsible, the accountable authority must consider:
- the risks associated with that use or management; and
- the effects of imposing those requirements.
- Keep responsible Minister and Finance Minister informed.
proper, when used in relation to the use or management of public resources, means efficient, effective, economical and ethical. The Board decides which CSIRO matters are reserved for its decision, with the remainder being dealt with by management through the Chief Executive.
In fulfilling its functions and duties, the Board will work with and through the Chief Executive while retaining full accountability for the governance of the Organisation.
In fulfilling its functions and duties, the Board will:
- Determine the strategic direction of CSIRO, approve the strategy and monitor the implementation by management.
- Provide input, approve and oversee the four-year investment portfolio for CSIRO, annual Corporate Plan and budget (including capital plan and budget).
- Appoint and remove the Chief Executive, give Directions to the Chief Executive
- Ensure CSIRO has an appropriate governance framework in place that supports the achievement of strategic objectives and delivery of the functions of the Organisation
- Determine the Organisation’s risk appetite and tolerance and ensure that the organisation has an appropriate and effective risk management framework and operates within the risk appetite set up by the Board.
- Work with management to systematically identify and manage strategic risks and opportunities.
- Determine the organisational policy on any matter.
- Make decisions in relation to matters that have implications for the overall policy, direction and performance of the Organisation and appoint advisory committees to assist in making these decisions, as required.
- Approve commercial, procurement and property transactions which will have major implications for the direction of the Organisation (see Chief Executive and Board Major Transaction Table).
- Work with management to:
- ensure an effective and accountable relationship with Parliament, the Commonwealth Government and the Minister;
- foster effective and mutually productive relationships with Australian and international research partners and clients and the Australian community
- Oversee the development of CSIRO's research capacity and infrastructure, business opportunities and relationships.
- Oversee the development of CSIRO's capabilities to ensure the Organisation continues to maintain its reputation for scientific excellence and capacity to respond to national challenges and opportunities.
- Undertake succession planning for Chief Executive and approve succession plans for senior executive positions for continuity and access to the highest quality competencies (knowledge and experience);
- With support from the People and Safety Committee:
- oversee the development of a cohesive, healthy and safe work environment which supports creativity, diversity and the delivery of organisational goals;
- ensure CSIRO's remuneration and performance management practices attract, develop and retain the best people;
- manage the remuneration and performance of the Chief Executive.
With support from the Science Excellence Committee
- Oversee the implementation of CSIRO’s strategic plans with respect to maintaining and growing our scientific excellence, its connection to impact delivery and CSIRO’s role as innovation catalyst in the national innovation system.
- Ensure CSIRO has an effective Operating Model, which is designed to support the execution of the CSIRO's strategies and delivery of its goals, define roles and accountabilities, and articulate processes for planning, investment, review and reporting.
- Ensure CSIRO has best practice governance, assurance arrangements in place, including a framework for ensuring compliance with the law, government policy and organisational policies, standards and procedures.
- With support from the Board Audit and Risk Committee:
- monitor the integrity of internal controls, financial practices and reporting systems;
- ensure CSIRO has appropriate and effective governance risk management systems and practices in place.
- With support from the Board People and Safety Committee:
- Ensure that the organisation has appropriate and effective people, 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;
- With support from the Board Science Excellence Committee
- ensure that the organisation maintain appropriate systems to ensure CSIRO’s scientific research is conducted in accordance with the Principles outlined in the Australian Code for responsible conduct of research
- Set the key result areas or performance indicators for delivery of CSIRO's strategy;
- Monitor and evaluate the performance of the Organisation, the delivery of CSIRO's strategy, and taking corrective action as required;
- Oversee CSIRO's financial position, performance and forward estimates to ensure the financial sustainability of the Organisation; and
- Ensure performance is reported in an accurate and transparent manner.
- The Board comprises of Chief Executive and not fewer than seven and not more than nine other members, who hold office on a non-executive part-time basis [see SIR Act s14A].
- Membership is for a term not exceeding five years. However, Board members may receive additional appointments.
- The Chair will provide advice to the Minister in respect of Board membership
6. Board committees
The Board operates partly through three standing Committees:
- CSIRO Audit and Risk Committee (BARC) assists CSIRO and its Board in the areas of financial management, risk management, internal control and compliance.
- CSIRO People and Safety Committee (BPC) assists the Board to fulfil its governance responsibilities in relation to people related activities and health and safety.
- CSIRO Science Excellence Committee (BSEC) assist the Board to fulfil its governance responsibilities in the areas of the standards and excellence of the science and engineering of CSIRO, its connection to impact delivery, and CSIRO’s reputation for trusted scientific advice.
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.
The Board may establish advisory committees to give advice to the Board on matters relating to the functions of CSIRO (SIR Act s24)
7. Corporate Secretary
The Board is supported by the CSIRO Corporate Secretary.
The CSIRO Corporate Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board. The Board ratifies the appointment and removal of the Corporate Secretary.
The Board meets 6 times a year and at such other times as are necessary, with all meetings convened by the Chairman. The Corporate Secretary supports the Committee and it is the point of reference for all dealings between Board and Management.
Where the Board consists of 9 or 10 members – quorum of meeting consists of 5 members and in any other case the quorum is by 4 members.