CSIRO seeks to identify appropriate opportunities to commercialise scientific research, including through forming or participating in the forming of partnerships or companies. This policy outlines the conditions under which CSIRO may consider forming, or participate in forming, a separate entity.
CSIRO's primary functions under the Science and Industry Research Act 1949 ("SIR Act") are:
- carrying out scientific research for the purposes of assisting Australian industry, furthering the interest of the Australian community, contributing to the achievement of Australian national objectives or the performance of the national and international responsibilities of the Commonwealth, or as otherwise determined by CSIRO's Minister; and
- encouraging or facilitating the application or utilisation of the results of such research.
CSIRO's secondary functions under the SIR Act include facilitating and encouraging the application or utilisation of other (i.e. non-CSIRO) research.
In pursuit of these primary and secondary functions, CSIRO seeks to identify appropriate opportunities to commercialise scientific research, including through forming or participating in the forming of partnerships or companies, where this:
- presents the optimal pathway for creating positive societal, environmental or economic benefits for Australia, which significantly outweigh the costs and risks of the transaction; and
- is within the scope of CSIRO's powers under the SIR Act and an appropriate and authorised use of public resources under the Public Governance, Performance and Accountability Act 2013 ("PGPA Act").
CSIRO will not participate in company formation unless these criteria are met.
Decisions to form of participate in forming a company are reserved to CSIRO's Chief Executive and are made in accordance with CSIRO's Delegations and Governance frameworks, including applicable CSIRO policies, principles and procedures. CSIRO's relationships with the company and other members will be governed by appropriate legal agreements and applicable laws.
Through-out the process of the development, approval and management of CSIRO's company memberships, CSIRO staff are required to comply with the SIR Act, PGPA Act and CSIRO policies, principles and procedures, including CSIRO's Code of Conduct, in relation to those activities, including with regards to the management of actual or perceived conflicts of interest.
CSIRO shall actively manage its portfolio of shareholdings with the objective of promoting the achievement of CSIRO's statutory functions under the SIR Act. In so doing, CSIRO will maintain arm's-length shareholder relationships with each portfolio company and its management team. CSIRO will expect the company's board and management to adopt appropriate prudential and reporting practices.
Where CSIRO is entitled to appoint a director to a company's board, that appointee will act in the best interests of the company as a whole having regard to CSIRO's interests and in compliance with their overarching directors' duties at law.
CSIRO is generally not a long-term portfolio shareholder – a shareholding is merely taken up to facilitate an outcome in pursuit of CSIRO's statutory functions. CSIRO will not seek to retain an equity position in a company when this ceases to be aligned with CSIRO's statutory functions or strategy or the purpose for originally taking up equity is no longer current, and including for example when a strategic decision is taken to redeploy CSIRO resources (i.e. the value of the investment to be sold), in order to apply such resources elsewhere to greater effect in pursuing additional research or to facilitate the utilisation of other research.