The Board and Corporate Governance

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The Corporation's Accountability Framework

The Board

Corporate Governance

Associated Company Activities

The Board

The Corporation’s Board is comprised of nine directors: the Chairperson, Deputy Chairperson, Government Director, five other Directors and the Managing Director. The Minister for Primary Industries and Energy appoints eight and the Board appoints the Managing Director. Six of the Directors are nominated by a selection committee established by the Minister in consultation with the National Farmers’ Federation, the Australian Egg Industry Association and the Australian Chicken Meat Federation for a period of up to three years. However, the Government Director and the Managing Director may be reappointed at any time for variable terms.

The Directors have been selected from a wide cross-section of the rural business community and together have brought to the Corporation expertise in production, processing, marketing, R&D administration, business management, technology transfer and environmental and ecological matters.

Board membership:

Chairperson Professor Elizabeth Woods
Appointed in January 1998 for three years. Professor Woods is the foundation QIDC Professor in Agribusiness at the University of Queensland’s Gatton campus. She has a background in agricultural extension and research management in Queensland, specialising in field crops and horticulture. She was formerly a member of the CSIRO Board and the Rural Adjustment Scheme Advisory Council and Director of the Rural Extension Centre.

Deputy Chairperson
Mr John Herbert
Reappointed 1 July, 1996 for three years. Mr Herbert is Managing Director of The Goya Solution, a management consultancy specialising in assisting organisations to define and achieve their corporate goals. He has special expertise in international agribusiness and is currently Chairperson of the Queensland Horticulture Industry Development Council, a member of the Board of the CRC for Tropical Plant Pathology and is RIRDC’s representative on the CRC for Sustainable Rice Production.

Director
Dr. Martin Barbetti
Appointed 1 July 1996 for three years. Dr. Barbetti is a Senior Plant Pathologist with Agriculture Western Australia, a Senior Scientist with the Co-operative Research Centre for Legumes in Mediterranean Agriculture and an Adjunct Associate Professor with the Faculty of Agriculture at the University of Western Australia. Dr Barbetti has extensive experience in agricultural and horticultural research and development for a diverse range of agricultural industries. He also has strong commercial expertise in apiculture.

Director Professor Margaret Britz
Reappointed 1 July 1996 for three years. Professor Britz holds the Foundation Chair in Food Science at the University of Melbourne and is Head of the Department of Food Science and Agribusiness. In 1997-98 Professor Britz was the Principal Adviser, Science and Engineering Policy with the Department of State Development in Victoria. She is also a board member of the Australian Rural Leadership Foundation. She first joined the Board in July 1993.

Director Mr Sam Catalano
Appointed 1 July 1996 for three years. Mr Catalano has extensive experience in tropical agriculture, particularly with respect to sugar, forestry and bananas.

Director Mr Peter Chapman
Appointed 1 July 1996 for three years. Mr Chapman is the Chief Executive of Rothschild Australia Capital Investors Limited. He has special expertise in venture capital and is currently Chairperson of the Australian Venture Capital Association Limited.

Director Ms Jan Davis
Appointed 1 July 1996 for three years. Ms Davis is Chief Executive of Jawin Associations Pty. Ltd., a consultancy specialising in agricultural particularly horticultural industries. Previously, she was General Manager of the Australian Mushroom Growers’ Association, National Manager of Greening Australia Limited and Executive Officer of the Nursery Industry Association of Australia.

Director Ms Virginia Greville
Appointed 7 April 1998. Ms Greville is an Assistant Secretary in the Department of Primary Industries and Energy with extensive experience in and knowledge of government policy processes, public administration and management. She replaced Mr Ian Cronshaw.

Managing Director
Mr Peter Core
Appointed 27 May 1996. Mr Core has experience in agriculture-related fields and public sector administration.

Board Secretary , Ms Andrea Bryant

Corporate Governance

Directors’ Responsibilities

The Directors of the Corporation are responsible for ensuring that the affairs are properly managed and for setting the strategic directions to be followed by the Corporation.

The day-to-day management of the Corporation is vested in the Managing Director and his executive team that operates within policies and controls approved and overseen by the Board.

As the delineation between some board and management functions is not always clear-cut, the respective performances of the board and the management team depend particularly on mutual confidence, teamwork and a sense of common purpose. The Board actively fosters the attendance of managers where appropriate, at board meetings and meetings of board committees.

Board Committees

The Board has two Committees – the Audit Committee and the Human Resources Management Committee.

Audit Committee (as at June ’98)

Chair:
Members:
John Herbert
Sam Catalano; Peter Chapman; Virginia Greville

Human Resources Committee (as at June ’98)

Chair:
Members:
Margaret Britz
Martin Barbetti; Peter Core; Jan Davis; Carol Reeve (staff representative)

During 1997–98 the Board held six meetings: five in Canberra and one in Toowoomba where it met with senior industry representatives. The dates of these meetings were 17 July 1997, 10 September 1997, 12 November 1997, 18 February 1998, 8 May 1998 and 24 June 1998.

Board Audit Human Resources

No. of meetings attended No. of meetings held & eligible to attend No. of meetings attended No. of meetings held & eligible to attend No. of meetings attended No. of meetings held & Eligible to attend

E. Woods* 3 3

J. Herbert 6 6 4 4

M. Barbetti 6 6 4 4

M. Britz 6 6 4 4

S. Catalano 6 6 4 4

P. Chapman 6 6 3 3

V. Greville** 2 2

J. Davis 6 6 4 4

P. Core 6 6 4 4

* Professor Elizabeth Woods was appointed as Chair on 19 January 1998. She replaced Mr Bob McCarthy. Mr McCarthy attended the three regular board meetings held between July and November.

** Ms Virginia Greville joined the Board on 7 April 1998 as the Government Director. She replaced Mr Ian Cronshaw. Mr Cronshaw attended the four regular board meetings held between July and April.

Associated Company Activities

The Corporation is a founding member and one of its directors, Professor Margaret Britz, is also a Director of the Australian Rural Leadership Foundation Ltd. The Foundation conducts the Australian Rural Leadership Program. For full details of the program and its activities, please refer to the Foundation’s annual report (phone (02) 6281 0680 for a copy).

The Corporation is a prime stakeholder of the Cooperative Research Centre for Sustainable Rice Production and is investing $3.5 million over seven years. The Rice CRC is an un-incorporated joint venture and RIRDC Director, Mr John Herbert, is a member of the Board.

The Corporation does not have any associated subsidiary companies.

Last updated: 20 October 1998

http://www.rirdc.gov.au/pub/anrep98/addressing.htm

Chairperson	Professor Elizabeth Woods Appointed in January 1998 for three years. Professor Woods is the foundation QIDC Professor in Agribusiness at the University of Queensland’s Gatton campus. She has a background in agricultural extension and research management in Queensland, specialising in field crops and horticulture. She was formerly a member of the CSIRO Board and the Rural Adjustment Scheme Advisory Council and Director of the Rural Extension Centre.
Deputy Chairperson	Mr John Herbert Reappointed 1 July, 1996 for three years. Mr Herbert is Managing Director of The Goya Solution, a management consultancy specialising in assisting organisations to define and achieve their corporate goals. He has special expertise in international agribusiness and is currently Chairperson of the Queensland Horticulture Industry Development Council, a member of the Board of the CRC for Tropical Plant Pathology and is RIRDC’s representative on the CRC for Sustainable Rice Production.
Director	Dr. Martin Barbetti Appointed 1 July 1996 for three years. Dr. Barbetti is a Senior Plant Pathologist with Agriculture Western Australia, a Senior Scientist with the Co-operative Research Centre for Legumes in Mediterranean Agriculture and an Adjunct Associate Professor with the Faculty of Agriculture at the University of Western Australia. Dr Barbetti has extensive experience in agricultural and horticultural research and development for a diverse range of agricultural industries. He also has strong commercial expertise in apiculture.
Director	Professor Margaret Britz Reappointed 1 July 1996 for three years. Professor Britz holds the Foundation Chair in Food Science at the University of Melbourne and is Head of the Department of Food Science and Agribusiness. In 1997-98 Professor Britz was the Principal Adviser, Science and Engineering Policy with the Department of State Development in Victoria. She is also a board member of the Australian Rural Leadership Foundation. She first joined the Board in July 1993.

Director	Mr Sam Catalano Appointed 1 July 1996 for three years. Mr Catalano has extensive experience in tropical agriculture, particularly with respect to sugar, forestry and bananas.
Director	Mr Peter Chapman Appointed 1 July 1996 for three years. Mr Chapman is the Chief Executive of Rothschild Australia Capital Investors Limited. He has special expertise in venture capital and is currently Chairperson of the Australian Venture Capital Association Limited.
Director	Ms Jan Davis Appointed 1 July 1996 for three years. Ms Davis is Chief Executive of Jawin Associations Pty. Ltd., a consultancy specialising in agricultural particularly horticultural industries. Previously, she was General Manager of the Australian Mushroom Growers’ Association, National Manager of Greening Australia Limited and Executive Officer of the Nursery Industry Association of Australia.
Director	Ms Virginia Greville Appointed 7 April 1998. Ms Greville is an Assistant Secretary in the Department of Primary Industries and Energy with extensive experience in and knowledge of government policy processes, public administration and management. She replaced Mr Ian Cronshaw.
Managing Director	Mr Peter Core Appointed 27 May 1996. Mr Core has experience in agriculture-related fields and public sector administration.

Audit Committee (as at June ’98)
Chair: Members:	John Herbert Sam Catalano; Peter Chapman; Virginia Greville
Human Resources Committee (as at June ’98)
Chair: Members:	Margaret Britz Martin Barbetti; Peter Core; Jan Davis; Carol Reeve (staff representative)

	Board	Audit		Human Resources
	No. of meetings attended	No. of meetings held & eligible to attend	No. of meetings attended	No. of meetings held & eligible to attend	No. of meetings attended	No. of meetings held & Eligible to attend
E. Woods*	3	3
J. Herbert	6	6	4	4
M. Barbetti	6	6			4	4
M. Britz	6	6			4	4
S. Catalano	6	6	4	4
P. Chapman	6	6	3	3
V. Greville**	2	2
J. Davis	6	6			4	4
P. Core	6	6			4	4