The ANSTO Board is comprised of eight part-time, non-executive members drawn from the broader community and a full-time Chief Executive Officer. All non-executive members are appointed by the Governor-General. Under the ANSTO Act 1987, the CEO is appointed by the ANSTO Board. As a significant appointment, Cabinet endorsement is required.
Board members have a broad range of skills, knowledge and experience that cover ANSTO’s diverse range of responsibilities. This is necessary in order for the Board to provide the guidance and stewardship needed to ensure ANSTO’s sustainability and to determine its strategic direction. The Board’s Remuneration and Nomination Committee reviews the Board skills matrix at least annually; the skills matrix is used as the basis for making recommendations to Government concerning the appointment/reappointment of Board members.
The remuneration and allowances payable to members of the Board, including the CEO, are determined by the Commonwealth Remuneration Tribunal.
Disclosure of interests and related entity transactions
Board members declare material interests in accordance with the ANSTO Act and PGPA Act as appropriate.
The Board has processes in place to manage conflicts of interest, including a requirement that, unless determined otherwise by the other Board members, members absent themselves from discussions and voting where a member has declared a material professional or personal interest, or where a potential or actual conflict of interest or duty arises. For the 2019-2020 financial year, the Board is satisfied that it has discharged its duties and obligations regarding conflicts of interest in accordance with all relevant requirements.
ANSTO follows the Commonwealth Procurement Rules and has a system of delegated powers and authorisations for all procurement transactions to ensure that transactions are appropriately considered. The ANSTO Board, as its accountable authority, approves the operational and capital expenditure budgets of ANSTO. Where operating expenses of $5 million or more arise outside of the operational budget, these transactions are separately approved by the Board. The Board also approves expenditure on capital projects of $5 million or more. For transactions under $5 million, delegations are provided to Management. This process applies regardless of the counterparty.
During the reporting period, there were 52 transactions to Government entities or companies for goods and services above $10,000, which came to a total combined value of $15 million.
Board access to information
Board members have access to all information required to fulfil their role. Although information is primarily provided through the Board papers and presentations at Board meetings, the Board is provided with opportunities to gather information through other means. Board members have direct access to the CEO, other members of the Executive, and, as required, other managers and Subject Matter Experts. They also receive periodic CEO updates and regular media reports.
Site tours are arranged, when practicable, to coincide with Board meetings to offer further opportunities for information gathering and to support engagement between the Board and the wider ANSTO staff. Board members also participate in individual site visits and meet both formally and informally with different divisions and groups of staff. Site tours during the reporting period included the Australian Synchrotron and the Synroc demonstration plant. COVID-19 led to the temporary suspension of site tours and visits. However, subject to current restrictions and advice, site visits ceased in March but have restarted again in a COVID-19 safe manner.
Newly appointed Board members are inducted in the organisation’s operations and activities, and their duties and responsibilities as a member of the Board of a corporate Commonwealth entity. During COVID-19, Board member inductions have been conducted remotely.
To improve oversight and to increase the flow of information from ANSTO Nuclear Medicine Pty Limited to ANSTO, the ANSTO Board Chair and the ANSTO Risk and Audit Committee Chair, along with the CEO and Group CFO, meet with the ANM Chair and the ANM Risk & Audit Committee Chair quarterly. They discuss opportunities, risks, finances and other material matters. These meetings commenced in June 2020.
Board members are able to seek independent professional advice in accordance with their duties, responsibilities and obligations as members of the Board.
The Board holds six formally scheduled meetings a year, with additional meetings held as required. Of the formally scheduled meetings, four are usually held at the Lucas Heights Campus, one is held at the Clayton Campus and one is held in Canberra.
At the invitation of the Chair, members of the Executive and subject matter experts attend Board meetings as required to report on matters relevant to their individual areas of responsibility and expertise. The Secretary of the Department of Industry, Science, Energy and Resources, or a delegate, also attends regularly scheduled Board meetings at the invitation of the Chair as an observer.
ANSTO has a Company Secretary who assists with the running of the Board and advises on governance matters. The Company Secretary attends all Board meetings, except those meetings or parts of meetings where that attendance is precluded by the ANSTO Act, and is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.
Eight Board meetings were held during the 2019-2020 financial year. The details of the number of Board meetings attended by each member during the 2019-2020 financial year are outlined in Table 1.
Table 1: ANSTO Board
Eligible to attend
The Hon Dr Annabelle Bennett AC SC (Chair)
Ms Penelope J Dobson (Deputy Chair)
Dr Adrian (Adi) Paterson (CEO)
Emeritus Professor Stephen Buckman, AM
Dr Gordon de Brouwer, PSM
Professor Brigid Heywood
Ms Carol Holley
Professor Andrew M Scott, AM
Ms Andrea Sutton1