Board committees
The Board is assisted by three standing committees:
- The Risk and Audit Committee (RAC) , which provides independent oversight, advice and assurance to the Board on the appropriateness of ANSTO’s systems of risk oversight and management, financial reporting processes, performance reporting arrangements, systems of internal control, and systems to ensure compliance with relevant laws and policies;
- The Remuneration and Nomination Committee, which assists the Board in fulfilling its responsibilities with regard to overall remuneration policy and strategy; performance and remuneration of the CEO; the approach to performance and remuneration of the Executive Team; and succession planning and nominations for Board Members and the CEO; and
- The Commercial Committee, which provides independent oversight, review and evaluation of particular commercial activities.
The role, purpose and responsibilities of each of the Committees are set out in the relevant Charter, which are available on the ANSTO website. All Committee Charters are reviewed yearly. An extensive review of the Committee Charters, as part of the Board Charter review, commenced during the 2019-2020 financial year. The Board approved the amended Charters at its meeting in August 2020.
Other committees/working groups are established on an ad hoc basis as required by the Board. For example, during the year, a working group was established to assist the Board in examining nuclear medicine production.
Risk and Audit Committee
All Committee members, including the RAC Chair, are appointed by the Board. During the 2019-2020 financial year, the RAC consisted of at least three non-executive Board members who had the required qualifications, knowledge, skills or experience to assist the RAC in performing its functions, including an understanding of systems of risk oversight and management and systems of internal control. At least one member had accounting or related financial management experience and/or qualifications, and a comprehensive understanding of accounting and auditing standards. The Chair of the Board, the CEO, and the Group Chief Financial Officer cannot be members of the RAC.
Membership of the RAC is reviewed periodically against a skills matrix in order to ensure that there is a suitable mix of qualifications, knowledge, skills and experience on the Committee. During the 2019-2020 financial year, the Board determined that two external representatives, one with strong financial and one with nuclear and risk management experience, should be appointed to the RAC. That appointment process has commenced. The two external representatives will be inducted in the organisation’s operations and activities, and their duties and responsibilities as a member of the RAC of a corporate Commonwealth entity.
The Chair of the Board and other Board members may attend RAC meetings as observers. Members of the ANSTO management team (including the Group Chief Financial Officer, Deputy Chief Financial Officer, Head of Internal Audit and the General Counsel) attend meetings of the RAC as advisors and observers, by invitation of the RAC Chair. The Company Secretary is the secretary to the RAC and attends all RAC meetings.
Representatives from the Australian National Audit Office (ANAO) and their contracted service provider (currently KPMG) also attend RAC meetings, by invitation of the RAC Chair.
The Risk and Audit Committee met on six occasions during the 2019-2020 financial year. Details of the number of RAC meetings attended by each member during the year are provided in Table 2.
Member | Eligible to attend | Attended |
Ms Carol Holley (Chair) | 6 | 6 |
Emeritus Professor Stephen Buckman, AM | 6 | 6 |
Dr Gordon de Brouwer, PSM1 | 5 | 5 |
Ms Penelope J Dobson | 6 | 6 |
Professor Brigid Heywood | 6 | 5 |
Professor Andrew M Scott, AM | 6 | 5 |
1 Dr de Brouwer was appointed to the Committee on 27 August 2019.
Remuneration and Nominations Committee
The Remuneration and Nominations Committee consists of the Board Chair, the CEO and one or more non-executive Board members appointed by the Board. The Board Chair is the Chair of the Committee. The Chief People Officer attends Committee meetings by invitation, as do other relevant persons by invitation of the Committee Chair. The Company Secretary is the secretary to the Committee and attends all Committee meetings, except those meetings or parts of meetings where that attendance is precluded by the ANSTO Act.
The committee met on three occasions during the 2019-2020 financial year. Details of the number of Remuneration and Nominations Committee meetings attended by each member during the 2019-2020 financial year are provided in Table 3.
Member | Eligible to attend | Attended |
The Hon Dr Annabelle Bennett AC SC (Chair) | 4 | 4 |
Dr Adrian (Adi) Paterson | 4 | 3 |
Emeritus Professor Stephen Buckman, AM | 4 | 4 |
Ms Penelope J Dobson | 4 | 4 |
Commercial Committee
The Commercial Committee consists of at least three non-executive members of the Board. External parties may be appointed to the Committee but may not outnumber the non-executive Board members on the Committee. There were no external parties on the Committee during the 2019-2020 financial year. The Chair of the Board is the Chair of the Committee unless the Chair delegates this role to another non-executive member. Members of the Executive and other relevant parties attend Committee meetings by invitation of the Committee Chair. The Company Secretary is the secretary to the Committee and attends all Committee meetings.
The Committee does not have formally scheduled meetings but meets as and when required to consider matters referred to the Committee. During the 2019-2020 financial year, commercial matters were considered by the full Board which was supported by a working group. The Committee did not meet during the 2019-2020 financial year.
Visit
https://www.transparency.gov.au/annual-reports/australian-nuclear-science-and-technology-organisation/reporting-year/2019-20-29