Corporarte Governance

The RIRDC Board is committed to governance systems that enhance performance and compliance. Each year’s annual report will include a description of how strategic directions, policies and processes have been applied during the year. The Board will continually review policies and processes concerning all major areas of Board operations, including director and Board performance; risk management; con? icts of interest; Board sub-committees; and the Managing Director’s performance. The Corporation’s management policies and procedures will also continue to be documented.The Board will also ensure that RIRDC sta? are provided with strong leadership, and that their quali? cations, skills and experience are enhanced with formal and on-the-job training. An audit committee, human resources committee, commercialisation committee and other committees of the Board as deemed necessary from time to time, will act on the Board’s behalf. Appropriate advisory committees will also be established to ensure that projects are properly guided and that industry and Government funds are spent wisely.  -- RIRDC’s Corporate Plan 2003–2008 – Page 5.
 

Accountability framework


The Board 2003–04
“The directors of the Corporation are responsible for ensuring that the a?airs 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 the executive team. RIRDC operates within policies and controls approved and overseen by the Board to ensure a transparent and accountable governance system that embodies performance and continuous improvement.”   --- RIRDC’s Corporate Plan 2003–2008 – Page 5

Composition
The Corporation’s Board is comprised of nine Directors: the Chairperson, Deputy Chairperson, Government Director, ?ve other Directors and the Managing Director.
Appointment
The Minister for Agriculture, Fisheries and Forestry appoints eight of the Directors 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, and the Australian Chicken Meat Federation for a period of up to three years.
Expertise
The Directors are selected from a wide cross-section of the rural business community and together have brought to the Corporation expertise in produc-tion, processing, marketing, R&D administration, business management, technology transfer and environmental and ecological matters.
Term
A new Chairperson was appointed on 19 January 2004.
 
 
 

Ms Mary Boydell
Chairperson
Ms Boydell has served as the Chairperson of the Gladstone Area Water Board since 2002. She is a director for the Australian Trade Commission (Austrade) and has served as Chairperson for their Audit Committee since 1999. She is also a director of BSES Limited and Burnett Water Pty Ltd. A Chartered Accountant, she is also a former Chief Financial Offcer Australia and Asia for the international law firm, Deacons. 
Appointed 19 January 2004 for three years.
B. Comm., FCA
Professor Robert Clark
Non-Executive Director
Chairperson, Board Human Resources Committee Professor Clark is Professor and Deputy Head of School of Agricultural Science at the University of Tasmania and founding Director of the Tasmanian Institute of Agricultural Research. He was formerly a Director of Webster Limited and has extensive research experience and prac-tical experience as owner of a diversi?ed horticultural opera-tion.
Re-appointed 1 July 2002 for three years.
BAgrSc(Hons), PhD.
Ms Helen Cameron
Non-Executive Director
Chairperson, Board Audit Committee
Ms Cameron is chairperson of Avexa Ltd, is a director of Grains R&D Corporation, Amrad Corporation Limited, is a mem-ber of the NSW Food Forum, and is the RIRDC nominated Director on the CRC for Sustainable Rice Production. She is also a Director of Calisar Pty Limited, a private family company. She has previ-ously been a Director of TDG Logistics, Foodbank Australia, Burdett Buckeridge Young, Foodbank NSW, and the Sydney Catchment Authority. She was formerly Head of Research with a leading stockbroking ?rm, and was involved in capital rais-ings for a number of food and agribusiness companies.
Re-appointed 1 July 2002 for three years.
BSc, MBA.

Mr Barry Buffier
Non-Executive Director
Mr Buffier is an agribusiness consultant who brings extensive rural, economic and scientific experience to the Board. He is currently a Non-Executive Director of Ricegrowers’ Cooperative Ltd, Riviana Foods Pty Ltd, Chairman of the NSW Poultry Meat Industry Committee and Managing Director of Gucane Pty Ltd. As well he is a member of the National Rural Advisory Council and the NSW Rural Assistance Authority. He has previously held senior executive appoint-ments in both the private and public sector as Deputy Director General, NSW Agriculture and National Manager Agribusiness, Westpac Banking Corporation.
Appointed 1 July 2002 for three years. Resigned 19 May 2004.
B Rur Sc (Hons), M Econ Churchill Fellow
Mr Steve Marshall
Non-Executive Director
Mr Marshall is a consultant with a background in science and international food processing. He has also held a number of senior managerial roles, here and overseas, and has extensive experience in the areas of food technology and production. He is a former director of Plantic Technologies Ltd.
Appointed July 2002 for three years
B.Sc (Hons), M.App.Sc
Mr Robert Boshammer
Non-Executive Director
Mr Boshammer is a success-ful agricultural producer from northern Western Australia. He is currently a director of the Ord River District Co-opera-tive, Plantation Management Services WA Pty Ltd, Odeum Produce Pty Ltd, Ord Fuels Pty Ltd, and Kimberley Land Holiday Park Pty Ltd. His focus is the development of rural and regional Australia through fos-tering the development of peo-ple skills, supply lines and quality small/medium enterprises
Appointed July 2002 for three years
B.App.Sci (Hons), DipT

Dr Mike Taverner
Non-Executive Director
Dr Taverner is a technical con-sultant in rural industry research and development with a strong background in public and private sector R&D. As previous Executive Director of the Pig R&D Corporation and as past Chairperson of the Egg and Chicken Meat Advisory Committees for RIRDC, Dr Taverner has a good under-standing of RIRDC corporate governance matters and corpo-rate operations generally. He is a director of the Australian Poultry CRC and Biosignal Ltd.
Appointed 1 July 2002 for three years
PhD. M.AgrSc., B.Agr.Sc
Mr David Mortimer
Government Director
Mr Mortimer is a Senior Executive with the Department of Agriculture, Fisheries and Forestry. He has responsibil-ity for food, agriculture and industry policies, including food safety regulation arrangements.David has extensive experience and skills in government policy and public administration. He is also the Government Director of the Wheat Export Authority, and is a former Director of Agri-Chains Solutions Pty Ltd.
Appointed 1 July 2002.
B. Ec (Hons)
 
Dr Simon Hearn
Managing Director
Dr Hearn has extensive experi-ence and knowledge of gov-ernment policy development, public administration and man-agement. He has a background in farm management, econom-ics research, industry policy and international trade negotiations. Dr Hearn is currently a director of the Australian Rural Leadership Foundation and the Australian Food Safety Centre of Excellence (AFSCE). He has been a director of a range of agricultural and energy corporations.
Appointed 4 July 2002.
PhD., BSc (Hons).
 
 
Professor Beth Woods OAM

Chairperson 19 January 2001 - 2004
Professor Woods is the Professor in Agribusiness at the University of Queensland’s Gatton campus. She has a background in agricultural exten-sion and research management in Queensland, specialising in ?eld crops and horticulture. She is the current Chairperson of the Australian Centre for International Agricultural Research and chairperson of the Government’s Drought Policy Review Panel. She is a former member of the CSIRO Board.
Appointed 19 January 2001 for three years. Resigned 18 January 2004
B. Agr.Sc(Hons), D.Phil (Oxon), MAICD.

Directors’ report

Board committees
During 2003–04, the Board operated with three committees—the Audit Committee, the Human Resources Committee and the Commercialisation Committee. The Board Chair is an ex-o?-cio member of all Board Committees and the Managing Director is an ex-o?cio member of the Commercialisation Committee.

The record of Audit and HRM Committee meetings is taken by the Board Secretary and the General Manager, Business and Finance, provides the secretariat for the Commercialisation Committee.

Audit Committee
Chair:Helen Cameron
Members:Barry Buffier Steve MarshallDavid Mortimer (as at May 2004)

The Managing Director and the General Manager, Business and Finance, have a standing invitation to attend these meetings but, for governance rea-sons, are not members of the Committee.

During 2003–04 the Committee oversighted our ?nancial and management accounts including the Portfolio Budget Statement for the Austrailan Government Department of Agriculture, Fisheries and Forestry, developed a new risk management plan 2004-05 as required by the Department of Finance and Administration (Comcover), devel-oped a new fraud control plan 2004–06 in line with the government’s fraud control guidelines. It also sought external advice to aid in the tran-sition to the International Financial Reporting Standards, continued development of the IP Register, updated the Financial Management and Procedures Manual, and continued the schedule of project audits of various research organisations.

Human Resources Committee
Chair: Robert Clark
Members:Robert BoshammerMike TavernerAnna Ferguson (staff representative) (as at June 2004)

The Managing Director has a standing invitation to attend these meetings, but is not a member of the Committee.

During 2003–04 the Human Resources Committee (which had the functions of a remuneration com-mittee) retained an oversight brief on sta? rela-tions and practices of the Corporation. Eleven sta? are on a two-year contract—’The General Terms and Conditions’—which expires on 30 September 2004.

The Committee approved a new Senior Executive Employment Policy, commenced development of a new Employment Policy and introduced a more comprehensive performance management sys-tem. The Committee also continued to maintain an oversight of the results of sta? exit surveys.

Commercialisation Committee
Chair: Steve Marshall
Member: Barry Buffier (as at May 2004)

This Committee was set up in November 2002 to advise the Board on:

Board costs
During 2003–04, the direct cost of Board opera-tions was $271,234These costs included fees, travel and other meet-ing expenses. They did not include the Managing Director’s salary, Directors’ selection costs or other management costs.The comparative ?gure for 2002–03 was $277,138.

Board remuneration
Directors’ fees are set by the Remuneration Tribunal. As at 30 June 2004 these fees were $36,400 per annum for the Chair and $20,800 for Directors (other than the Managing Director and Government Director). Managing Director’s remuneration arrangements are determined by the Board.

The remuneration package for the Managing Director at end June 2004 consisted of:

Board meetings
During 2003–04 the Board held five meetings: four in Canberra and one in Darwin where it met with senior industry representatives and key stakeholders. The dates of these meetings were 2 July 2003, 10 September 2003, 26 November 2003, 25 February 2004 and 5 May 2004.

Board training and professional advice
During the year one Director completed the Australian Institute of Company Directors Course. Individual Directors also participated in vari-ous commercialisation training modules at the Australian Centre for Intellectual Property in Agriculture. Board members consult with the Chair and/or Managing Director when they consider external advice or expertise is required.

Potential conflicts of interest
Section 21 of the Commonwealth Authorities and Companies Act 1997 requires that a Director who has a direct personal interest in a matter that is being considered by the Board must disclose the nature of the interest at a meeting of the Board.

The Board manages the potential for conflict of interest for Directors and senior management by an annual declaration of potential conflicts and by a standing agenda item at each Board meeting that requires Directors who may have a conflict of interest in any matter to be discussed at that meeting to identify the potential conflict. Where a material potential con?ict is identi?ed the Director leaves the meeting during discussion of the mat-ter. Potential conflicts are recorded in the Board minutes and are available for consideration by the Corporation’s Auditors.

Attendance at Board meetings

Insurances
The Corporation has been a member of Comcover, the Commonwealth’s new mechanism for management of its insurable risks, since February 1999.

The Corporation’s membership to Comcover is mandatory and coverage includes general and products liability, professional indemnity, directors and officers, property loss destruction or damage, business interruption/consequential loss, compre-hensive motor vehicle and official travel overseas insurances. Premiums paid in 2003–04 amounted to $48,244 (excluding GST).

No insurance claims were made by the Corporation during 2003–04.

Risk management
The Corporation’s 2003–04 Risk Management Plan was approved by the Board in July 2003.

The 2003–04 Plan comprises a risk assessment methodology with relevant mitigation strategies which were addressed during the year.

In 2003–04, The Corporation conducted a formal risk assessment process for inclusion in a new 2004–05 Risk Management Plan. The process identified material risks facing the Corporation at both strategic and operational levels using best practice methodology. Action plans were developed to address significant risks during 2004–05.

The Corporation’s 2004–05 Risk Management Plan was approved by the Board in July 2004.

The Board’s Audit Committee oversights preparation and implementation of the Corporation’s risk management initiatives.

Fraud control
The Corporation’s Managing Director is satis?ed that:

Accordingly, the Board is satisfied that the Corporation’s fraud control policies, procedures and initiatives are in accordance with the Commonwealth’s Fraud Control Guidelines.

The Board’s Audit Committee oversights prepa-ration and implementation of the Corporation’s fraud control policy.

Associated company activities
The Corporation is a founding member of the Australian Rural Leadership Foundation Ltd. The Managing Director is a Director of the Foundation. Dr Mike Taverner is the alternate member. 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 Ms Helen Cameron is the RIRDC nominated member of its Board, with Mr Steve Marshall as the alternate member.

The Corporation is core member in the Australian Poultry Cooperative Research Centre and is invest-ing $2.1 million over seven years, commencing 2003–04. Dr Mike Taverner is the RIRDC nominated member of its Board.

The Corporation is also a core member in the Australian Centre for Food Safety and Integrity Science and is investing $160,000 over four years,
commencing 2003–04. Dr Simon Hearn is the RIRDC nominated member of its Board.

The Board approved RIRDC membership of the proposed:

The Corporation does not have any associated subsidiary companies.

Ministerial reporting
Our key stakeholder is the Federal Government. It provides around 65 per cent of overall Corporation funding (excluding industry levies) and the leg-islative framework under which we operate. In addition to the obvious linkages of Board appoint-ments and corporate documentation such as the R&D Plan, the Annual Operational Plan and this Annual Report, the Corporation also reports to the responsible Minister after each Board meeting. Copies of all Board resolutions are forwarded with a covering letter, setting out the main issues discussed at the Board meeting. As well, the Corporation copies all Ministerial correspondence to the Department of Agriculture, Fisheries and Forestry.

Ministerial directions and reporting
Under S.143 of the PIERD Act, the Minister may give written directions to the Corporation as to the performance of its functions and the exercise of its powers - no such directions were given in 2003–04.

In a similar context, no noti?cation was issued by the responsible Minister under S.28 of the CAC Act, which relates to the Corporation complying with the general policies of the Government.

Under S.7 of the PIERD Act, the Parliamentary Secretary to the Minister wrote to the Chair advis-ing of the decision to revoke the status of the Australian Egg Industry Association as a repre-sentative organization of RIRDC.

Under S.15 of the CAC Act, the Managing Director wrote to the Parliamentary Secretary to the Minister on 28 June 2004 to notify that the RIRDC Board had approved a range of funding commit-ments for four CRC bids in the current round.

Under S.43 of the CAC Act, the Minister wrote to the Chair inviting comments on the recommenda-tions into the Royal Commission into the Building and Construction Industry.

Post 2003–04 developments
On 6 August 2004, the Parliamentary Secretary to the Minister wrote to the Chair advising that she had appointed Mr John Lawrenson to the vacant board position under the PIERD Act for the period to 30 June 2005.
 
 

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Last updated: Novemebr 2004
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