Board and corporate governance

Roles and responsibilities

Establish an effective and fit-for-purpose governance framework.

The functions that the SIV and its board are authorised to perform are outlined in its enabling legislation, along with the PGPA Act and PGPA Rule.
 

Board and committee charters

Establish and disclose charters for the board and all board committees with clearly defined roles, responsibilities, and delegations.

SIV boards are expected to establish charters for the board and all board committees that clearly define the roles, responsibilities and accountabilities of its members and to publish these charters on the SIV’s website. 

SIV boards should consider the following when developing board and committee charters: 

  • the objectives, functions and duties of the board and/or any committee 
  • the powers of the board and any delegations provided to board committees and management in line with legislative requirements or as appropriate within a delegations framework 
  • the relevant formal guidance from ministers or departments including Statement of Expectations, Investment Mandates and Operating Mandates 
  • the roles and responsibilities of the Chair and members 
  • any administrative processes, including how often the board or any committee meets
  • the reporting requirements, including how the board reports to the minister(s) or committee reports to the board 
  • performance evaluations of the board including how often these are undertaken
  • best practice that prudent, experienced Directors would reasonably be expected to adopt, including best practice in industries relevant to the functions of the SIV, such as financial services.
     

Boards should review Board and committee charters to ensure they remain current and appropriate at least annually or following any of these events:

  • changes to the legislated functions of a SIV 
  • receiving a new Statement of Expectations, Operating Mandate or Investment Mandate
  • a major shift in policy direction
  • additional programs being assigned to a SIV
  • major operational risks materialising including material credit or integrity events.
     

Establishing board committees

Where permitted, SIV boards may establish additional committees to support the board in performing its legislative functions, if appropriate.

Board committees can provide focused expertise, accountability and oversight of core functions separate to strategic direction provided by the board. The roles and responsibilities of committees should be clearly defined to avoid inappropriate overlap between the committee and management responsibilities. 

Board members may sit on multiple committees, where appropriate. Processes for how and when committees will report to the board and the powers delegated to the committee should be clearly articulated in the charters. 

SIVs must have an audit committee. Further guidance on audit committees is available in RMG-202 Audit Committees.

Conduct and accountability

SIV boards must operate lawfully and ethically, uphold the highest standards of public integrity and maintain effective stewardship of public resources.

Codes of conduct

Define expected standards of behaviour through a code of conduct and ethics.

The accountable authority of a SIV is required to adhere to Sections 15-19 of the PGPA Act which imposes duties on accountable authorities in addition to the general duties of officials (at sections 25 to 29 of the PGPA Act).

Guidance on the duties of accountable authorities is available in RMG-200 Duties of Accountable Authorities and RMG-203 General duties of officials.

Boards could consider whether it is appropriate to establish and maintain a code of conduct and ethics that set the standards of behaviour expected of its members and staff. The code of conduct and ethics may be published on the SIV’s website. 

In developing and updating its code of conduct the Board might refer to relevant industry best practice.

Codes of conduct and ethics may cover expectations in areas such as personal conduct including the use of social media and other standards for the entity. 

SIVs should establish a formal process for reporting and managing breaches of their code of conduct and ethics.
 

Conflicts of interest

Establish robust frameworks and processes to manage and monitor conflicts of interest.

Officials, including board members as the accountable authority, have a duty to disclose material personal interests that relate to the affairs of the entity under section 29 of the PGPA Act. Further guidance on this is available in RMG-203.

SIVs should establish policies, processes and controls for disclosing, managing and monitoring conflicts of interests, including handling and escalation procedures when perceived, potential or real conflicts arise. These policies and procedures should satisfy the relevant legislative and regulatory requirements for conflicts of interest applicable to the SIV and meet Government and public expectations of probity. 
 

Management of public resources

SIV boards must demonstrate proper management of public resources. 

The board as the accountable authority of a CCE has a duty to govern the entity (section 15 of the PGPA Act) in a way that promotes: 

  • the proper use and management of public resources in an efficient, effective, economical and ethical manner 
  • the achievement of the entity’s purposes
  • the financial sustainability of the entity. 

Further guidance on the duties of an accountable authority is available in RMG-200.

Other government policies

Accountable authorities of SIVs should be aware of broader Australian Government policies and priorities that apply to its operations.

The PGPA Act imposes a number of legal duties on all accountable authorities of Commonwealth entities. These duties apply specifically to accountable authorities because they govern and set the overall strategic direction of their entities.

Government policies may also affect how an accountable authority governs their entity. Unlike the duties in the PGPA Act, which are made by Parliament, policy is made by the executive government. A government policy does not involve a directive to control a particular case. It necessarily has a level of generality in its potential application.

For further guidance, see RMG-200 and Duties of accountable authorities and complying with government policies.

Appointments and onboarding

Board skills matrix and information pack

SIV boards should annually update a ‘board skills matrix' and 'board information pack’.

SIV boards should maintain and regularly update a board skills matrix and board information pack, which can be used by Minister(s) when considering board vacancies. 

The skills matrix should identify: 

  • the current board skills composition, including knowledge, experience and capabilities
  • the diversity of the board 
  • any desired skills, gaps or weaknesses, including those that may result from expiring terms. 

The board skills matrix should be reviewed at least annually following board performance evaluations. 

The board information pack should include:

  • key SIV background information, such as:
    • an overview of relevant legislation, key financials and strategy 
    • the Investment Mandate 
    • the Operating Mandate
    • the Statement of Expectations
    • challenges facing the SIV. 
  • other relevant information for existing and potential board members, such as:
    • past board performance evaluation outcomes
    • upcoming board performance evaluation timings
    • board and sub-committee meeting frequency and location 
    • remuneration details
    • conflict of interest policies.

The board information pack should be submitted annually in Quarter 1 to the responsible minister(s) and Finance Minister accompanied by a letter from the Chair. The letter should include the Chair’s views on: 

  • upcoming term expiry over next 18 months
  • whether they recommend reappointing or extending any board members whose terms will expire in the next 18 months 
  • whether different skills or individuals are required
  • suggestions for selection criteria for upcoming board vacancies 
  • any candidates they recommend be considered for appointment.
     

Board composition

Boards should have an appropriate mix of skills, experience and diversity.

SIV boards and any subsidiaries should be comprised of members with an appropriate balance of skills, experience, knowledge and diversity. The skills and experience required may be specified in the enabling legislation.
 

Board appointment process

Processes by which departments recommend potential board appointments to Ministers should be robust, competitive and merit-based to support decision-making of the responsible minister(s) and the Finance Minister.

Where ministers have not expressed a view on, or do not support, reappointing an existing board member Portfolio departments and Finance should begin competitive appointment processes 6-8 months prior to a term expiring. This timing allows a robust process and recommendations to be provided to Ministers approximately 2-3 months ahead of an expiry. A joint search process may be run when 2 or more expiries are expected within a few months of each other.

The Chair should discuss with Portfolio departments and Finance whether an external executive search provider should be engaged by the SIV or Portfolio departments and Finance or jointly. An external executive search provider is expected to enhance contestability, gain market insights and increase the independence of the appointment process. 

Advertising can be added to an executive search process, at the request of Ministers or, if departments and Chair agree, subject to ministerial approval. If used, advertising signposts an opportunity and other means of attracting candidates must also be used. Advertising can occur online or in a suitable national publication and incurs costs on top of the search process. 

Appropriate due diligence should be undertaken as well as assessing candidates against skills matrices. This may include full education, corporate and forensic social media and bankruptcy background checks. Candidate capabilities, experience and interest should also be assessed, referencing the existing and future needs of the SIV and consideration of any pre-existing conflicts of interest. 

Recommendations for appointments should be on the basis of merit, balancing the candidate's individual capacity to contribute to the board and the relevant skills mix required for the board to fulfil its objectives. 

A suggested appointment process for portfolio departments and Finance is provided below. This process is not exhaustive and acts as a guide only.

Process for departments to make recommendations for SIV board appointments

This process serves as a guide for portfolio departments and Finance in making recommendations to ministers for the appointment of new board members. 

  • Seek initial ministerial views on reappointing board members whose terms expire in the next 12 to 18 months, following receipt of the updated board information pack during Q1 reporting.     

    Assuming the minister(s) do not wish to reappoint or do not express a view.

  • Portfolio departments and Finance may seek approval from their Minister(s) on the proposed approach to appointments and confirm at what points in the process the Minister(s) wishes to be updated or have input.
  • Assess the current board’s skills and experience to identify skill and experience gaps that should be addressed by future appointments. This includes assessing the balance of diversity on the board.
  • Develop a list of required skills and experience for the upcoming appointment(s) that builds on the board information pack and board skills matrix. A SIVs’ legislated skill and experience requirements (if applicable), strategic direction, outcomes of board performance reviews and feedback from board members, portfolio departments and Finance should also be considered. 
  • Agree on the job description between departments, with the option to seek input from the Chair.  
  • Seek recommendations on potential candidates from a wide range of sources. Recommended candidates should be submitted to the executive search provider to assess and manage the candidate relationship alongside any candidates selected in the executive search process or an application process. Candidates may come from:
    • consulting with the Chair, board, senior management, responsible minister(s) and Finance Minister and their offices 
    • considering the eligibility of board members for reappointment with reference to the considerations outlined in this RMG for re-appointments
    • engaging an executive search firm
    • using any government database. 
  • The executive search firm prepares a “longlist” of candidates for portfolio departments and Finance to consider. Candidates will be assessed against the selection criteria for the role using market intelligence and publicly available information. 
  • Portfolio departments and Finance should consider establishing a review panel or establishing a team to shortlist candidates from the longlist for interview. The review panel should include appropriate representation from portfolio departments and Finance and may include current board members and senior management to provide a board and SIV perspective. The review panel may choose to interview candidates from the longlist.
    • A comprehensive assessment of the candidate(s) by the executive search firm will be conducted at interview, using the criteria endorsed by the selection panel. Following this assessment, a ‘short list’ of candidates is recommended who will be assessed for fit and suitability by the Government and board selection panel at interview. 
    • A comprehensive due diligence process, including background checks, forensic social media checks, bankruptcy checks, education checks and pre-existing conflicts of interest. Personal Interest Declaration (PID) forms and Cabinet authorised resume formats should be provided to portfolio departments and Finance on all shortlisted candidates. 
  • Shortlisted candidates, with a recommended candidate(s), are to be provided to the responsible minister(s) and Finance Minister (preferably at the same time) for consideration. 
    • The responsible minister(s) and Finance Minister may wish to meet the shortlisted candidates (if appropriate). 
  • Finalisation of board appointments should be conducted in line with the process outlined in the ‘Appointments’ and ‘Annex I’ sections of the Cabinet Handbook. 
  • Unsuccessful candidates should be advised in a timely manner and prior to any public announcement. Candidates who may be suitable for future vacancies should be identified. 

Notes:

  • It is the role of portfolio departments to keep SIVs informed as appropriate on the status of the board appointment process to support SIV internal processes and timely onboarding. 
  • Where portfolio departments and/or Finance are appointing the executive search firm it is expected that they use the Whole of Australian Government People Panel consistent with the Commonwealth Procurement Rules to identify an appropriately qualified and approved external executive search provider who represents value for money. Where necessary, a global search can be conducted to source the right expertise and residency requirements. Where a SIV is appointing the firm they will need to comply with the procurement rules relevant to that entity.
  • Finance will be involved in the entire board appointment process, including, but not limited to, reviewing the skills matrix, contributing to the long list and short list and being represented on the selection panel. 
  • Portfolio departments and Finance are to ensure the entire board appointment process and considerations are accurately and fully documented with records retained. 
  • Departments should be aware of the Australian Government’s commitment to a gender diversity target of women holding 50% of Government board positions overall, and women and men each holding at least 40% of positions on individual boards. 


Reappointments

Considering reappointments during an appointment process.

It may be appropriate to consider recommending that an existing board member be reappointed or extended to ensure board continuity, stability and knowledge retention. To inform this decision portfolio departments and Finance should consider the following:

  • the overall board and the member’s performance during their term informed by performance evaluations (independent and internally conducted) 
  • the member’s skills, specialist expertise, characteristics and reputation to determine if they are relevant for the next 2-5 years (depending on board term), including: 
    • the current status of all declared conflicts of interest with an up-to-date Personal Interest Declaration form and curriculum vitae (CV) 
    • sub-committee requirements and upcoming strategic activities.
  • the need for board continuity, balanced with the need for turnover 
  • diversity requirements and any diversity gaps of the board 
  • the length of time the member has served on the board, relevant term limits established by enabling legislation and best practice corporate governance
  • any feedback from the Chair.

The existing board member may be asked to attend an assessment interview or meeting and may be required to re-apply for their role on the board if an application process is being conducted.

An open advertised or search process may also be conducted, and the existing member may wish to be considered for reappointment as part of this process against the selection criteria and other candidates considered as suitable for the role. 
 

Board succession planning

Succession planning is critical for ensuring appointment of high performing boards.

Portfolio departments, in consultation with Finance should be proactive in board succession planning. To be proactive, departments, with the Chairs, should monitor upcoming board member vacancies and develop a plan by referencing the board information pack for filling any vacant position. This should occur at least 6-12 months ahead of expiry to avoid having to meet the skill requirements of the board on short notice. Good succession planning should consider: 

  • the present composition of the board and upcoming term vacancies 
  • internal and external board performance reviews 
  • the performance of the SIV 
  • each member’s skills (both depth and breadth) and capabilities 
  • whether there are members with chair and facilitation capabilities and skills to chair any committees 
  • the qualities and skills the SIV need to deliver the government-set objectives and to address any changing future strategic and operational needs, including industry experience, professional qualifications and personal qualities. 

Succession planning should include succession for the Chair. Future chair candidates should be identified as early as possible and could include candidates from within the existing board. 

Where terms of multiple board members are expiring in close succession, portfolio departments and Finance should consider whether mitigation strategies against loss of corporate knowledge should be employed to ensure board continuity. This could include:

  • short term extensions 
  • varying the member(s) term of appointment within the maximum legislated term length
  • considering the case for reappointing current members. 
     

Induction and training

SIVs should develop comprehensive training for board members to effectively fulfil their duties.

SIVs are responsible for developing and maintaining appropriate induction and onboarding training for board members, with support from portfolio departments and Finance as necessary. New board members should take part in a well-structured induction program. Induction programs are expected to incorporate, at a minimum, the SIV’s governance policies and legal obligations, including those unique to Commonwealth entities such as under the PGPA Act and other legislation. 

Training should not be limited to the induction process. SIVs and their boards are expected to identify relevant training and briefing needs on an ongoing basis and arrange appropriate refresher briefings and training periodically. 
 

Chief Executive Officer (CEO) Appointments

Ensuring the integrity of CEO appointments.

SIV boards are generally responsible for appointing CEOs, which under the enabling legislation may require the Chair consults with the responsible minister(s) and in some cases the Finance Minister. It is advised that even where not required in enabling legislation the Chair should provide responsible minister(s) and Finance Minister with the opportunity to discuss the CEO appointment.

CEO appointments are considered significant government appointments and are expected to be conducted in line with requirements outlined in the Cabinet Handbook. This includes providing Cabinet with sufficient time to consider the proposed appointment. Formally appointing a CEO should not occur until Cabinet has the opportunity to consider the proposed appointment and notified the Chair that this has occurred.

The CEO is directly accountable to the board. Potential CEO candidates should be identified through a public advertising and/or executive search process. CEO appointments should be based on professional criteria that considers the needs of the SIV and the requirements set in legislation, as relevant. 

Where a CEO appointment term is not defined in enabling legislation, SIV boards should consider appointments on a fixed term basis (generally of 3 to 5 years) with the flexibility for reappointment based on performance and strategic alignment. Fixed terms provide boards with the flexibility to assess leadership needs at a known point in time and make changes based on shifts in the business environment or strategic direction. They also support forward planning, transparency and accountability. 

Performance and evaluation

Periodically evaluate boards to promote accountability and maintain board integrity

Evaluating board performance

SIVs should have and disclose a process for evaluating the performance of the board and its members.

A formal and regular performance evaluation process should be in place to instil confidence in the responsible minister(s), Finance Minister, the Parliament and the public that the board is effective in performing its functions and delivering on the strategic objectives set out by the Government. This process should be disclosed in board charters including how often performance reviews are undertaken. 

It is good practice for performance evaluations of the board and its members to be conducted at least annually. Boards may consider alternating internal and external evaluation processes. An internal evaluation can take several forms such as a review conducted by the Chair, self-assessments, peer-review or a combination of these methods. This could include feedback from management and key stakeholders. An external evaluation is to be undertaken by an independent and impartial entity at least every two years, or after a material change in functions or responsibilities. 

The evaluation process for boards and its members should (not an exhaustive list): 

  • be comprehensive and transparent 
  • be informed by the SIV’s strategy and purpose 
  • consider how the board can be effective in adding future value to the SIV 
  • examine past and current performance of the board and individual members including the Chair 
  • conduct an assessment of the skills of individual board members and the Chair and identify the need for additional capabilities on the board 
  • include the broader conduct of board members. Where evaluations uncover areas of board underperformance, the Chair is responsible for taking necessary action to address any issues. This includes notifying the responsible minister(s) and Finance Minister as soon as any performance issues are identified. 

The Chair is expected to provide the outcomes of each internal and external performance evaluation process to the responsible minister(s) and Finance Minister as soon as practicable.
 

CEO and Senior Executive Performance

Ensure a high performing CEO and senior executive leadership.

Annual performance evaluations

Conduct annual performance evaluations to assess the performance of the CEO and other senior executive leadership.

The Chair should assess the performance of the CEO at least once a year. Annual reports should disclose whether a performance evaluation for the CEO has been undertaken in accordance with established processes. 

SIVs should ensure that performance evaluation processes are in place for the senior executive leadership team. It is important to promptly address any issues that arise from management evaluations. 

Any termination of employment arising from performance evaluations should comply with relevant legislation as well as any internal policies. 
 

Succession planning

Succession planning for the CEO and senior executive leadership is vital to successfully navigate leadership transitions.

Boards are expected to implement and maintain a succession plan for the CEO and provide annual assurance to the responsible minister(s) and Finance Minister through the annual report that this is the case. 

SIVs should also implement and maintain succession plans for key executive management positions to ensure continuity of leadership. 

Remuneration

Clear remuneration policies should exist for board members and senior executive leadership.

Remuneration for members of boards and committees is a matter for the Remuneration Tribunal. Any review of board remuneration should be made in alignment with the Remuneration Tribunal’s Guidelines for Making a Submission. The Remuneration Tribunal determines remuneration in accordance with the Remuneration Tribunal Act 1973.

If the CEO position for the SIV is declared to be a principal executive office, the CEO’s remuneration will be determined in accordance with determinations of the Remuneration Tribunal. 

Remuneration for senior executive management should be commensurate to their roles and responsibilities within the SIV. Any performance bonus arrangements should align with the Australian Public Service Commission’s Performance Bonus Guidance.


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