CSIRO Board Charter

Purpose

1. Governance Framework

CSIRO is Australia’s national science agency and an Australian Government corporate entity. The Board sets the strategic direction of the Organisation and the Management Team, led by the Chief Executive, plans, directs, coordinates and controls its operations.

CSIRO is constituted and operates under the Science and Industry Research Act 1949 (SIR Act) and is responsible and accountable to the Commonwealth.

The Board is responsible to the Australian Government for:

• the overall direction, development, assurance and performance of CSIRO.
• 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:

1. 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.
2. 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 comply 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 Organisation¹.

The Public Governance, Performance and Accountability Act 2013 (PGPA Act) defines the Board as CSIRO’s Accountable Authority and sets out its duties in sections 15-19.

The Board, as the accountable authority, must:

1. 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.
2. In making the above decisions, consider the effect of those decisions on public resources generally.
3. 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 officials of the entity to comply with the finance law i.e. the PGPA Act and Rules .
4. Encourage officials of the entity to cooperate with others to achieve common objectives, where practicable.
5. 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, consider:
   • the risks associated with that use or management; and
   • the effects of imposing those requirements.
6. Keep the responsible Minister and Finance Minister informed.

The Board determines which CSIRO matters are reserved for its decision, with the remainder being dealt with by Management through the Chief Executive. It is the responsibility of the Chief Executive to appoint officers² and conduct the affairs of the Organisation in accordance with the policies and directions given by the Board³.

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.

2. Specific Responsibilities

The Board will:

Guide, Oversee and Provide Direction

• Approve CSIRO’s strategy and monitor Management’s planning and implementation of the strategy.
• Approve CSIRO’s annual Corporate Plan and budget and monitor Management’s performance against the Corporate Plan and budget.
• Appoint or remove the Chief Executive and give Directions to the Chief Executive from time to time⁴.
• Establish a governance framework that supports the achievement of strategic objectives and delivery of the functions of the Organisation
• Oversee identification and management of strategic risks and opportunities.
• Approve the Organisation’s risk  policy and oversee Management’s implementation of the framework within Board approved risk appetite.
• Determine organisational policies.
• Approve significant commercial, procurement and property transactions which will have major implications for the direction of the Organisation (in accordance with CSIRO’s Delegations and Authorities Schedule).
• Oversee the development of an effective and accountable relationship with Parliament, the Commonwealth Government and the Minister;
• Oversee effective and mutually productive relationships with Australian and international research partners and clients and the Australian community.

Development of the Organisation

• Oversee the development of CSIRO's research capacity and infrastructure, business opportunities and relationships.
• Oversee the development of CSIRO's capabilities to maintain its reputation for scientific excellence and capacity to respond to national challenges and opportunities.
• Undertake succession planning for the Chief Executive and provide feedback to the Chief Executive on succession plans for senior executive positions for continuity and access to the highest quality competencies (knowledge and experience);
• With support from the Board 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;
  • oversee CSIRO's remuneration and performance management practices attract, develop and retain the best people;
  • manage the remuneration and performance of the Chief Executive.
• Oversee the implementation of CSIRO’s strategic plans with respect to maintaining and growing CSIRO’s scientific excellence, its connection to impact delivery and CSIRO’s role as innovation catalyst in the national innovation system.

Assurance

• Oversee CSIRO’s governance arrangements and operating model, including a framework for compliance with legal, government policy and organisational requirements
• With support from the Board Audit and Risk Committee⁵, review the appropriateness of CSIRO’s:
  • financial practices and reporting systems;
  • performance measurement and reporting;
  • systems of risk oversight and management; and
  • systems of internal control.
• With support from the Board People and Safety Committee⁶, oversee:
  • People and Culture strategies;
  • Health and Safety strategies and obligations;
  • Remuneration and performance.
• Oversight governance of CSIRO’s scientific research system to maintain:
  • standards of excellence and responsible conduct in accordance the Australian Code for Responsible Conduct of Research, CSIRO Science Delivery Policy and applicable legislation.
  • reputation for trusted scientific advice and connection to impact delivery.

Performance

• 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 take corrective action as required.
• Oversee CSIRO's financial position, performance and forward estimates to secure the financial sustainability of the Organisation.
• Oversee accurate, transparent reporting of CSIRO’s performance.

3. Board Membership

• Board Member appointments are made by the Governor-General⁷. The appointment process is managed by the Government through the Department of Industry, Science and Resources and the Minister.
• The Board comprises the Chief Executive and not fewer than seven and not more than nine other members, who hold office on a non-executive part-time basis⁸.
• Membership is for a term not exceeding five years. However, Board members may receive subsequent appointments.
• The Board conducts regular Board Member skills and performance reviews to enable the Chair to provide advice to the Minister in respect of Board membership.

4. Role of the Chair

The Chair leads the Board and supports its effective and accountable operation. The Chair:

• promotes effective governance, a high-performing Board and continuous improvement;
• sets the tone for an inclusive culture of trust, preparation, candor, respectful challenge and collective accountability;
• approves meeting agendas with the Chief Executive and Corporate Secretary and supports sufficient time for material matters;
• chairs meetings, facilitate balanced participation and guides the Board towards clear decisions;
• supports an effective relationship between the Board, Chief Executive and Management while maintaining appropriate governance boundaries;
• acts as the primary Board contact with the Minister and represents the Board as required;
• leads the Board’s oversight of the Chief Executive’s appointment, objectives, performance, remuneration and succession;
• leads evaluation of Board, Committee and individual member effectiveness;
• supports appropriate induction, development and succession planning for Board members; and
• works with the Corporate Secretary so that the Board receives timely, accurate and relevant information.

If the Chair is unavailable or has a conflict, another member authorised by the Board performs the relevant role.

5. CSIRO Operations and Scientific Decision-Making

The Chief Executive and Management are responsible for CSIRO’s operations. This includes translating strategy into plans, allocating resources, managing people and assets, delivering research and services, and making day-to-day decisions.

Management is authorised to make scientific and technical decisions within CSIRO’s statutory functions, approved strategy, Corporate Plan, budget, policies, risk appetite, delegations and legal obligations. This includes decisions about research methods, scientific analysis, peer review, interpretation of evidence and the expression of scientific findings.

The Board is responsible for preserving the independence of CSIRO’s science and does not determine or alter qualified scientific findings or judgement. The Board’s role is to oversee the systems, capability and culture that support:

• scientific excellence, quality and integrity;
• objective, evidence-based and contestable scientific work;
• responsible conduct of research and appropriate peer review;
• ethical, safety, security and legal requirements; and
• alignment of the overall research portfolio with CSIRO’s purpose, strategy, resources and risk settings.

The Chief Executive brings to the Board matters that materially affect CSIRO’s strategy, statutory purpose, financial sustainability, risk profile, reputation or relationship with government, and matters reserved to the Board.

6. Board Member Independence and Declarations of Material Personal Interest

• Board Members are expected to exercise unfettered and independent judgement in the performing their duties.
• Board Members must
  • act with a duty of care and diligence
  • act with honesty, in good faith and for proper purpose
  • not improperly use their position as a Board Member, and
  • not improperly use information obtained as a Board Member.⁹
• Board Members have a duty to disclose material personal interests to the Board, provide full details of the nature of the interest and if the interest presents a conflict with CSIRO business.
• The Chair will give Board Members the opportunity to declare material personal interests at the commencement of every Board meeting, but Board Members can disclose and interest to the Chair or Corporate Secretary at any time.
• The Board shall determine how to manage a declaration of material interest, including but not limited to excluding the Board Member from discussion or decision on a particular matter.
• The Corporate Secretary maintains a register of Board Member’s material personal interests and makes the register available to Board Members in each Board meeting.

7. Board Committees

The Board may establish Committees. Each Committee operates under a written Charter approved by the Board. 
Committee governance is based on the following principles:

• Committees assist the Board and do not displace the Board’s collective accountability.
• The Board appoints Committee members and Chairs, having regard to capability, independence, workload and succession.
• Each Committee Charter states its purpose, responsibilities, authority, membership, meeting arrangements, access to information and reporting obligations.
• A Committee may approve a matter only where the Board has lawfully and expressly delegated that authority.
• Committee Chairs report material matters, advice, recommendations, decisions and unresolved issues to the Board promptly.
• Committees may obtain information, meet relevant officers and seek independent advice within their authority.
• Committee workplans align with the Board forward plan and collectively cover the matters assigned by the Board.
• The Board reviews Committee performance, composition and Charters regularly and at least annually.

The Board operates partly through two standing Committees:

• CSIRO Board Audit and Risk Committee (BARC)¹⁰ assists CSIRO and its Board in the areas of financial management, performance, risk oversight and internal control. This committee serves as the “Audit Committee” for the purposes of section 45(1) and (2) of the Public Governance, Performance and Accountability Act 2013 (PGPA Act).
• CSIRO Board People and Safety Committee (BPSC)¹¹ assists the Board to fulfil its governance responsibilities in relation to people-related activities, culture and health and safety.

The Board may establish advisory committees to give advice to the Board on matters relating to the functions of CSIRO¹².

8. Corporate Secretary

The Board is supported by the CSIRO Corporate Secretary, who is also the point of reference for all dealings between Board and Management.

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 is consulted about the appointment and removal of the Corporate Secretary.

9. Board Meetings

The Board meets six (6) times a year and at other times as necessary, with all meetings convened by the Chair.

Where the Board consists of nine (9) or ten (10) members, a quorum consists of five (5) members and in any other case the quorum is by four (4) members¹³.

Decisions are made by a majority of votes of the Board Members, with the Chair having a deliberative vote in the case of equal votes¹⁴. The Board strives for unanimous decision making in all cases.

Meetings may be held in person, by telephone, online or by any other means declared by the Chair. The Board may also make decisions by Circular Resolution and are taken as passed when the minimum number of Board Members have voted in favour of the resolution.

10. Review and Publication of this Charter

This Charter will be reviewed annually and can be amended by a resolution of the Board.

This Charter will be made publicly available on the CSIRO website.

Purpose

1. Governance Framework

CSIRO is Australia’s national science agency and an Australian Government corporate entity. The Board sets the strategic direction of the Organisation and the Management Team, led by the Chief Executive, plans, directs, coordinates and controls its operations.

CSIRO is constituted and operates under the Science and Industry Research Act 1949 (SIR Act) and is responsible and accountable to the Commonwealth.

The Board is responsible to the Australian Government for:

• the overall direction, development, assurance and performance of CSIRO.
• 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:

1. 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.
2. 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 comply 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 Organisation¹.

The Public Governance, Performance and Accountability Act 2013 (PGPA Act) defines the Board as CSIRO’s Accountable Authority and sets out its duties in sections 15-19.

The Board, as the accountable authority, must:

1. 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.
2. In making the above decisions, consider the effect of those decisions on public resources generally.
3. 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 officials of the entity to comply with the finance law i.e. the PGPA Act and Rules .
4. Encourage officials of the entity to cooperate with others to achieve common objectives, where practicable.
5. 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, consider:
   • the risks associated with that use or management; and
   • the effects of imposing those requirements.
6. Keep the responsible Minister and Finance Minister informed.

The Board determines which CSIRO matters are reserved for its decision, with the remainder being dealt with by Management through the Chief Executive. It is the responsibility of the Chief Executive to appoint officers² and conduct the affairs of the Organisation in accordance with the policies and directions given by the Board³.

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.

2. Specific Responsibilities

The Board will:

Guide, Oversee and Provide Direction

• Approve CSIRO’s strategy and monitor Management’s planning and implementation of the strategy.
• Approve CSIRO’s annual Corporate Plan and budget and monitor Management’s performance against the Corporate Plan and budget.
• Appoint or remove the Chief Executive and give Directions to the Chief Executive from time to time⁴.
• Establish a governance framework that supports the achievement of strategic objectives and delivery of the functions of the Organisation
• Oversee identification and management of strategic risks and opportunities.
• Approve the Organisation’s risk  policy and oversee Management’s implementation of the framework within Board approved risk appetite.
• Determine organisational policies.
• Approve significant commercial, procurement and property transactions which will have major implications for the direction of the Organisation (in accordance with CSIRO’s Delegations and Authorities Schedule).
• Oversee the development of an effective and accountable relationship with Parliament, the Commonwealth Government and the Minister;
• Oversee effective and mutually productive relationships with Australian and international research partners and clients and the Australian community.

Development of the Organisation

• Oversee the development of CSIRO's research capacity and infrastructure, business opportunities and relationships.
• Oversee the development of CSIRO's capabilities to maintain its reputation for scientific excellence and capacity to respond to national challenges and opportunities.
• Undertake succession planning for the Chief Executive and provide feedback to the Chief Executive on succession plans for senior executive positions for continuity and access to the highest quality competencies (knowledge and experience);
• With support from the Board 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;
  • oversee CSIRO's remuneration and performance management practices attract, develop and retain the best people;
  • manage the remuneration and performance of the Chief Executive.
• Oversee the implementation of CSIRO’s strategic plans with respect to maintaining and growing CSIRO’s scientific excellence, its connection to impact delivery and CSIRO’s role as innovation catalyst in the national innovation system.

Assurance

• Oversee CSIRO’s governance arrangements and operating model, including a framework for compliance with legal, government policy and organisational requirements
• With support from the Board Audit and Risk Committee⁵, review the appropriateness of CSIRO’s:
  • financial practices and reporting systems;
  • performance measurement and reporting;
  • systems of risk oversight and management; and
  • systems of internal control.
• With support from the Board People and Safety Committee⁶, oversee:
  • People and Culture strategies;
  • Health and Safety strategies and obligations;
  • Remuneration and performance.
• Oversight governance of CSIRO’s scientific research system to maintain:
  • standards of excellence and responsible conduct in accordance the Australian Code for Responsible Conduct of Research, CSIRO Science Delivery Policy and applicable legislation.
  • reputation for trusted scientific advice and connection to impact delivery.

Performance

• 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 take corrective action as required.
• Oversee CSIRO's financial position, performance and forward estimates to secure the financial sustainability of the Organisation.
• Oversee accurate, transparent reporting of CSIRO’s performance.

3. Board Membership

• Board Member appointments are made by the Governor-General⁷. The appointment process is managed by the Government through the Department of Industry, Science and Resources and the Minister.
• The Board comprises the Chief Executive and not fewer than seven and not more than nine other members, who hold office on a non-executive part-time basis⁸.
• Membership is for a term not exceeding five years. However, Board members may receive subsequent appointments.
• The Board conducts regular Board Member skills and performance reviews to enable the Chair to provide advice to the Minister in respect of Board membership.

4. Role of the Chair

The Chair leads the Board and supports its effective and accountable operation. The Chair:

• promotes effective governance, a high-performing Board and continuous improvement;
• sets the tone for an inclusive culture of trust, preparation, candor, respectful challenge and collective accountability;
• approves meeting agendas with the Chief Executive and Corporate Secretary and supports sufficient time for material matters;
• chairs meetings, facilitate balanced participation and guides the Board towards clear decisions;
• supports an effective relationship between the Board, Chief Executive and Management while maintaining appropriate governance boundaries;
• acts as the primary Board contact with the Minister and represents the Board as required;
• leads the Board’s oversight of the Chief Executive’s appointment, objectives, performance, remuneration and succession;
• leads evaluation of Board, Committee and individual member effectiveness;
• supports appropriate induction, development and succession planning for Board members; and
• works with the Corporate Secretary so that the Board receives timely, accurate and relevant information.

If the Chair is unavailable or has a conflict, another member authorised by the Board performs the relevant role.

5. CSIRO Operations and Scientific Decision-Making

The Chief Executive and Management are responsible for CSIRO’s operations. This includes translating strategy into plans, allocating resources, managing people and assets, delivering research and services, and making day-to-day decisions.

Management is authorised to make scientific and technical decisions within CSIRO’s statutory functions, approved strategy, Corporate Plan, budget, policies, risk appetite, delegations and legal obligations. This includes decisions about research methods, scientific analysis, peer review, interpretation of evidence and the expression of scientific findings.

The Board is responsible for preserving the independence of CSIRO’s science and does not determine or alter qualified scientific findings or judgement. The Board’s role is to oversee the systems, capability and culture that support:

• scientific excellence, quality and integrity;
• objective, evidence-based and contestable scientific work;
• responsible conduct of research and appropriate peer review;
• ethical, safety, security and legal requirements; and
• alignment of the overall research portfolio with CSIRO’s purpose, strategy, resources and risk settings.

The Chief Executive brings to the Board matters that materially affect CSIRO’s strategy, statutory purpose, financial sustainability, risk profile, reputation or relationship with government, and matters reserved to the Board.

6. Board Member Independence and Declarations of Material Personal Interest

• Board Members are expected to exercise unfettered and independent judgement in the performing their duties.
• Board Members must
  • act with a duty of care and diligence
  • act with honesty, in good faith and for proper purpose
  • not improperly use their position as a Board Member, and
  • not improperly use information obtained as a Board Member.⁹
• Board Members have a duty to disclose material personal interests to the Board, provide full details of the nature of the interest and if the interest presents a conflict with CSIRO business.
• The Chair will give Board Members the opportunity to declare material personal interests at the commencement of every Board meeting, but Board Members can disclose and interest to the Chair or Corporate Secretary at any time.
• The Board shall determine how to manage a declaration of material interest, including but not limited to excluding the Board Member from discussion or decision on a particular matter.
• The Corporate Secretary maintains a register of Board Member’s material personal interests and makes the register available to Board Members in each Board meeting.

7. Board Committees

The Board may establish Committees. Each Committee operates under a written Charter approved by the Board. 
Committee governance is based on the following principles:

• Committees assist the Board and do not displace the Board’s collective accountability.
• The Board appoints Committee members and Chairs, having regard to capability, independence, workload and succession.
• Each Committee Charter states its purpose, responsibilities, authority, membership, meeting arrangements, access to information and reporting obligations.
• A Committee may approve a matter only where the Board has lawfully and expressly delegated that authority.
• Committee Chairs report material matters, advice, recommendations, decisions and unresolved issues to the Board promptly.
• Committees may obtain information, meet relevant officers and seek independent advice within their authority.
• Committee workplans align with the Board forward plan and collectively cover the matters assigned by the Board.
• The Board reviews Committee performance, composition and Charters regularly and at least annually.

The Board operates partly through two standing Committees:

• CSIRO Board Audit and Risk Committee (BARC)¹⁰ assists CSIRO and its Board in the areas of financial management, performance, risk oversight and internal control. This committee serves as the “Audit Committee” for the purposes of section 45(1) and (2) of the Public Governance, Performance and Accountability Act 2013 (PGPA Act).
• CSIRO Board People and Safety Committee (BPSC)¹¹ assists the Board to fulfil its governance responsibilities in relation to people-related activities, culture and health and safety.

The Board may establish advisory committees to give advice to the Board on matters relating to the functions of CSIRO¹².

8. Corporate Secretary

The Board is supported by the CSIRO Corporate Secretary, who is also the point of reference for all dealings between Board and Management.

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 is consulted about the appointment and removal of the Corporate Secretary.

9. Board Meetings

The Board meets six (6) times a year and at other times as necessary, with all meetings convened by the Chair.

Where the Board consists of nine (9) or ten (10) members, a quorum consists of five (5) members and in any other case the quorum is by four (4) members¹³.

Decisions are made by a majority of votes of the Board Members, with the Chair having a deliberative vote in the case of equal votes¹⁴. The Board strives for unanimous decision making in all cases.

Meetings may be held in person, by telephone, online or by any other means declared by the Chair. The Board may also make decisions by Circular Resolution and are taken as passed when the minimum number of Board Members have voted in favour of the resolution.

10. Review and Publication of this Charter

This Charter will be reviewed annually and can be amended by a resolution of the Board.

This Charter will be made publicly available on the CSIRO website.