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Governance

The CSIRO Board is responsible under the SIR Act and the PGPA Act for the overall strategy, governance and performance of our organisation. Section 12 of the SIR Act sets out the functions of the Board. The Board Charter and other details are available on our website at: www.csiro.au/About/Leadership-governance/Minister-and-Board.

The Board comprises nine part-time, non-executive members including the Chairman, and a full‑time Chief Executive. At 30 June 2020, there was one vacancy on the Board. All non-executive Board members are appointed by the Governor-General. The Chief Executive is appointed by the CSIRO Board, in consultation with the Minister pursuant to s10B of the SIR Act.

In 2019–20, our Board operated in part through three standing committees:

  • The Audit and Risk Committee assists the Board in fulfilling its corporate governance responsibilities regarding financial reporting, audit and risk oversight, reporting obligations, and internal controls and compliance with relevant laws and policies.
  • The People and Safety Committee assists the Board to meet its governance responsibilities relating to people, health and safety strategies, obligations, performance and culture.
  • The Science Excellence Committee assists the Board to fulfil its governance responsibilities regarding science, capability and strategic plans to ensure CSIRO maintains its reputation for scientific excellence and capacity to respond to national challenges and opportunities.

As required under the PGPA Rule, all members of the Audit and Risk Committee are not employees of CSIRO. The Audit and Risk Committee’s charter can be read on our website:
www.csiro.au/About/Leadership-governance/Minister-and-Board/BARC.

On appointment, Board members are formally inducted in the organisation’s functions, operations and activities and their duties and responsibilities as a member of the Board of a Corporate Commonwealth entity. Board members are provided with a comprehensive set of documents including the PGPA Act, SIR Act, Corporate Plan, Risk Management Framework and key plans and policies.

Members maintain their professional development and participate in CSIRO site visits, as well as governance and business briefings. Members may seek independent professional advice and liaise with CSIRO senior management in keeping with their duties, responsibilities and obligations as Board members.

Under its Charter and Operating Guidelines, the CSIRO Board examines its performance, composition and skill base regularly to ensure it is operating efficiently, effectively and is following the principles of good corporate governance. Board performance is usually reviewed at least every 18 months, with the most recent being a self-assessment in March 2020.

Details of remuneration and meeting attendance are shown at 3.4 Remuneration of Board Members and 3.5 Meetings of the Board and Board Committees.

Board membership

 Edwina Cornish, Kathryn Fagg, David Knox, Tanya, Monro, Peter Riddles
CSIRO Board

Board qualifications and experience


Mr David Thodey AO – Chairman (non-executive): BA FAICD, (15 October 2015 to 14 October 2020)

Mr Thodey is a business leader and Company Director focused on innovation, technology and digital, with more than 30 years’ experience including as Chief Executive Officer of Telstra and Chief Executive Officer of IBM Australia and New Zealand. An experienced board director and chair, his current positions include Director of Ramsay Health Care, Tyro, Vodafone Group, Xero and Deputy Chair of the National COVID-19 Coordination Commission

Dr Larry Marshall – Chief Executive: BSc (Hons) PhD GAICD FTSE (1 January 2015 to 30 June 2023)

Dr Marshall is a scientist, technology innovator and business leader with over 25 years’ experience in creating new value and impact with science. He founded six successful companies in biotechnology, photonics, telecommunications and semiconductors in the United States, and has served on 20 boards of high-tech companies operating in the United States, Australia and China.

Ms Shirley In’t Veld – Deputy Chair (non-executive): BCom LLB FAICD, (28 June 2012 to 27 June 2020)

Ms In’t Veld is an experienced Company Director with extensive senior executive experience including as Managing Director of Verve Energy for five years. Previously she held senior commercial, legal and marketing positions with Alcoa, WMC Resources Ltd, Bond Corporation and BankWest. Ms In’t Veld is on the boards of the National Broadband Network, Northern Star Resources and Australian Pipeline Limited.

Dr Michele Allan – Member (non-executive): BAppSc MMgtTec MCommLaw DBA FAICD, (5 May 2016 to 4 May 2024)

Dr Allan is an experienced Company Director with significant skills and competencies in the university, private and public sector and domain expertise in food and advanced manufacturing. Her background is in biomedical science, management and law. Dr Allan is an experienced board Chair including Chair of the boards of Charles Sturt University, Apple and Pear Australia, Food and Agribusiness Growth Centre and Defence CRC for Trusted Autonomous Systems (FED).

Mr Drew Clarke AO PSM – Member (non-executive): PSM BAppSc (Surveying) MSc GAICD FTSE, (24 August 2017 to 23 August 2022)

Mr Clarke is an experienced Company Director offering valuable applied science, public policy and government administration expertise from over 20 years in senior roles in the Australian Public Service, including as Secretary of the Department of Resources, Energy and Tourism and Chief of Staff in the Office of the Prime Minister. He is Chairman of the Australian Energy Market Operator Board, Director on the NBNCo Board and Chair of ACOLA Working Group developing a research plan for the Australian energy transition.

Professor Edwina Cornish AO – Member (non‑executive): BSc (Hons) PhD FTSE AICD (26 November 2015 to 25 November 2020)

Professor Cornish is an experienced director with significant senior executive experience in the research and higher education sector. She brings vast experience in the interface between government, research, science and the higher education sector and provides strong business, industry and financial skills. Professor Cornish played a key role in building one of Australia’s first biotechnology companies, Florigene Limited, which developed and successfully commercialised the world’s first genetically modified flowers. She is on the Council of La Trobe University, a member of the South Australian Productivity Commission (for an inquiry into the State’s Health and Medical Research Performance) and the Chair of the University of Queensland - Indian Institute of Technology Delhi (UQ-IITD) Academy Strategic Research Advisory Council.

Ms Kathryn Fagg AO – Member (non-executive): BE (Hons) Chem Eng MCom (Hons) FTSE GAICD, (2 August 2018 to 1 August 2023)

Ms Fagg, an experienced director, senior executive and engineer, has worked in logistics, manufacturing, resources, banking and professional services, including with Linfox, BlueScope Steel and the ANZ Banking Group. Her current board positions include Chair of Boral and Breast Cancer Network Australia and member of the boards of Myer Foundation, National Australia Bank and Djerriwarrh Investments. Formerly Ms Fagg was on the Board of the Reserve Bank of Australia (2013–18).

Mr David Knox – Member (non-executive): BSc (Hons) Mech Eng MBA FIE Aust FTSE GAICD, (5 May 2016 to 4 May 2024)

Mr Knox, an experienced executive with background in oil and gas, is the Chair of Snowy Hydro among other positions. He was Managing Director and Chief Executive of Australian Naval Infrastructure (until 3 April 2020), Chief Executive Officer and Managing Director, Santos Limited (2008- 2015). He is Chair of The Australian Centre for Social Innovation, and a Director of Migration Council Australia, Adelaide Festival Board, Redflow and Micro X.

Professor Tanya Monro – Member (non-executive): BSc (Hons) PhD FAA FTSE FOSA FAIP GAICD, (25 February 2016 to 24 February 2021)

Professor Monro is the Chief Defence Scientist. She was previously Deputy Vice Chancellor Research and Innovation and an Australian Research Council Georgina Sweet Laureate Fellow at the University of South Australia. Her experience at senior levels in industry and educational institutions includes research in photonics focusing on sensing, lasers and new classes of optical fibres. Professor Monro is a director of Red Chip Photonics, Science Patron of the National Youth Science Forum, a member of the South Australian Premier’s Economic Advisory Council and National Committee for Physics.

Dr Peter Riddles AM – Member (non-executive): BSc (Hons), PhD, Grad Dip Bus FAICD, (24 April 2014 to 23 April 2022)

Dr Riddles is an experienced Company Director and advisor to various international science organisations including in the United States and the United Kingdom. He has worked as a research scientist in molecular biology in the public sector including CSIRO, on commercialisation and new venture creation and government policy development and strategy. Dr Riddles’ expertise is in biotechnology and entrepreneurship in the higher education and research sectors. His other roles include member of the Science and Industry Endowment Fund Advisory Council, advisor to the Queensland Government on the next generation of the Boggo Road Precinct and Advisory Board member of the Circular Economy Laboratory.

CSIRO Executive Management

The Chief Executive is accountable for managing the affairs of the organisation according to our strategy, plans and policies approved by the Board as well as the Board Directions to the Chief Executive (section 10A (3) SIR Act).

The Executive Team (ET) supports our Chief Executive. As a team and through their individual roles, ET members lead, direct, coordinate and control our operations and performance in line with the Executive Team Charter. ET’s responsibilities include development of the Corporate Plan 2020–21 and the Budget. Newly appointed ET members undergo a formal induction process to ensure they are aware of their responsibilities.

ET is assisted by the Major Transaction Committee and the Security Committee. The Major Transactions Committee assists the ET by providing governance oversight on our involvement in major transactions, and related matters and investments. During 2019–20, this committee held 26 meetings, including three out-of-session meetings.

CSIRO’s Leadership Team of senior managers provides a forum for sharing and discussing issues relating to CSIRO’s management and future strategy.

Disclosure of interests and related entity transactions

Board members and the Chief Executive declare material interests as required under the SIR Act and PGPA Act. The Board Governance document has processes for managing conflicts of interest, including a requirement that members absent themselves from discussions and voting where a member has declared a material personal interest, or where a potential or actual conflict of interest or duty arises.

In 2019–20, the Board considered the following transactions where a Board member was also a director on or employed with the entity involved in the transaction:

  • Board 216: 30 August 2019, Item 5.1, Ginninderra – Approval for CSIRO to enter a Due Diligence period with Defence Housing Australia (DHA). Professor Tanya Monro declared her interest as Defence Chief Scientist.
  • Board 219: 30 April 2020, Item 3.2, Power Purchase Agreement – Approval for CSIRO to enter into Power Purchase Agreement with preferred supplier. David Knox declared his interest as Chair of Snowy Hydro noting that this was not a direct transaction between CSIRO and Snowy Hydro.

There have been 11 transactions involving entities related to CSIRO above $10,000, which came to a total combined value of $19 million.

Remuneration of key management personnel, executives and other highly paid staff

Remuneration details are provided to meet enhanced disclosure requirements as required under the Public Governance, Performance and Accountability Rule 2014 (PGPA Rule). Remuneration of key management personnel, senior executives other highly paid staff is reported in detail at 3.2 Key Management Personnel Information.

Enterprise agreements

Enterprise agreements set the terms and conditions of employment for our people. Two enterprise agreements are in operation: the CSIRO Enterprise Agreement 2017–20 and the CSIRO Canberra Deep Space Communication Complex (CDSCC) Enterprise Agreement 2018–21.

The CSIRO Enterprise Agreement 2017–20 came into operation on 14 August 2017. It reaches its nominal expiry date on 14 November 2020. Work commenced in late 2019 to develop the next CSIRO Enterprise Agreement with the intention for it to be operational from mid-November 2020.

The CSIRO CDSCC Enterprise Agreement 2018–21 came into operation on 21 February 2019. It reaches its nominal expiry date on 20 February 2022.

Remuneration policy, strategy and governance

Our remuneration policy considers applicable remuneration provisions within both the CSIRO Enterprise Agreement 2017–20 and the CSIRO Canberra Deep Space Communication Complex (CDSCC) Enterprise Agreement 2018–21. Clause 11 and 12 of the CSIRO Enterprise Agreement 2017–20 provides for market-related remuneration and individual flexibility arrangements. The remuneration policy also considers the Workplace Bargaining Policy 2018 as provided by the Australian Public Service Commission. Key management personnel, executives and other highly paid staff are remunerated in accordance with their contracts of employment and relevant governing provisions.

The Chief Executive is a position within the Commonwealth Principal Executive Officer structure. The Remuneration Tribunal sets the Total Remuneration reference rate and the maximum achievable performance payment.

Remuneration for members of the CSIRO Board is established by Determination of the Remuneration Tribunal for Part Time Office Holders. Determinations of the Remuneration Tribunal are established in accordance with the Remuneration Tribunal Act 1973.

The remuneration committee

The CSIRO Board People and Safety Committee assists the Board to fulfil its governance responsibilities for organisational development, people-related activities and health and safety. In relation to remuneration and performance, this Committee:

  • makes recommendations to the Board on the remuneration and performance of the Chief Executive, including possible key result areas and performance targets
  • reviews the Chief Executive’s decisions regarding the remuneration and performance assessment of Executive Team members, and ratifies these recommendations as appropriate
  • exercises oversight of CSIRO’s executive remuneration policy, including the senior executive banding structure (focus on positions, not individuals) and with references to the market
  • specifically oversees negotiations with the Chief Executive or nominee regarding terms and conditions of appointment.

Remuneration Framework

The Chief Executive evaluates and determines the appropriate level of pay for executive positions in line with our executive remuneration policy. Our Remuneration Framework comprises fixed and variable components. Base salary is determined on a range of factors, including work value assessments, individual performance, competence and skill, internal relativities and external market rates. The annual variable ‘at-risk’ component of remuneration is based on the achievement of pre‑determined key result areas.

Annual remuneration review

Remuneration levels for executives are reviewed annually by the Chief Executive and Board People and Safety Committee who assess any increases and performance payment structure for the next financial year.

The remuneration review process considers:

  • market practice
  • individual performance
  • organisation performance and affordability
  • current remuneration competitiveness vs desired remuneration level.

Market-related remuneration arrangements may increase because of contract provisions aligned with Enterprise Agreement salary increases or by market-related adjustments, which are determined annually by the CSIRO Board People and Safety Committee.

The Committee makes recommendations to the CSIRO Board on the Chief Executive’s remuneration and performance, including possible key result areas and performance targets. The CSIRO Board determines the Chief Executive’s remuneration and any applicable performance payment within the range set by the Remuneration Tribunal after the Tribunal’s annual determination of the reference rate.

Reviewing and improving our risk management

Identifying and managing risks is central to delivering our purpose and objectives and maximising the impact of our science and benefit to Australia. This includes understanding scientific, financial, commercial and legal, health, safety and security, environmental, and reputational risks.

By actively identifying and managing strategic, operational and external risks we aim to increase our effectiveness as an organisation and provide greater certainty and confidence for the Government, our people, collaborators and other stakeholders in the community about our operations. Our Risk Framework, methodology and approach are grounded in and aligned with both the international standard AS/NZS ISO 31000 Risk Management Principles and Guidelines and Commonwealth Risk Management Policy. Our Risk Framework is applied across the organisation at the enterprise, Business Unit/Functional and activity levels.

The CSIRO Board supports our efforts to identify and manage our risks through three Board standing committees (read more at Governance):

  • People and Safety Committee
  • Audit and Risk Committee
  • Science Excellence Committee.

In 2019–20 we continued to strengthen and increase our risk maturity through:

Risk Culture: developing a culture that supports taking risks where this is done mindfully, within organisational tolerances and is managed effectively.

Integration: aligning risk with key processes to enable decision-making and strengthening that alignment by increasing risk capability applied to each element of our strategic planning and execution framework.

Risk capability: enhanced focus on risk reporting at the enterprise level, supported by regular update and review of risk registers across all Business Units and Enterprise Support areas.

Resilience: responding to significant issues and events and enhancing our design and application of our Situation Management Framework.

Our Organisational Risk Profile articulates how we manage our key risks at an enterprise level. The profile is developed through consultations and extensive engagement with organisational leaders across the Executive and all Business Units and Functions. It conducts an internal and external environmental scan that considers external, strategic and internally generated risks with the potential to impact the achievement of our objectives.

The Organisational Risk Profile was reported to the Board Audit and Risk Committee and Board at their respective meetings in November. Key risk activities and changes to the Organisational Risk Profile are reported to the Board Audit and Risk Committee throughout the year.
General insurance, including General Liability and Professional Indemnity Insurance, is provided through Comcover. Our workers’ compensation liability is covered through a Comcare premium.

Advisory mechanisms

Our Advisory Committees advise on our longer-term strategic direction and research and development priorities, and how we can meet the research, technical and business needs of customers and communities. The committees meet at least twice a year, or more regularly if required. The committees provide advice relating to the effectiveness of our businesses to achieve their goals. The committees comprise representatives from industry, government, non-government organisations and other stakeholders.

Policies, principles and procedures

Our Policy Framework comprises policies, principles and procedures. The policies, approved by our Board, reflect our commitment to:

  • people
  • science and delivery
  • governance
  • risk
  • health, safety and environmental sustainability
  • freedom to conduct CSIRO research and technology transfer
  • child safety
  • finance.

The CSIRO Policy Reform Project supports the continual streamlining of our policies, principles and procedures, and is intended to lead to improved transparency, accountability, efficiency and effectiveness in the daily work of all our people.

Ethics and Code of Conduct

The CSIRO Code of Conduct sets out the standard of behaviour expected of our people and others working in the organisation. All CSIRO people must undertake training in the code as part of their induction and every two years.

Ethical conduct is a priority and we have procedures for Ethical Conduct in Human Research and Animal Welfare for the care and use of animals in scientific research. Our practices comply with national codes and relevant state and national legislative requirements. We operate two human research ethics committees to cover our social and interdisciplinary science, and health and medical‑related research. These committees review about 320 new projects each year and provide ongoing monitoring and support for more than 550 active projects at any given time. The committees provide independent, expert advice on appropriate engagement of people and communities in research and the use of human data. Issues such as privacy, informed consent and the risks and benefits flowing from research are effectively managed.

We operate four Animal Ethics Committees that review our use of animals in research. This covers a range of fields including wildlife conservation, farm animal production, nutrition, disease control and prevention, and human health. These committees review about 109 new projects each year. They also play an active role in monitoring the care and wellbeing of animals during any research and ensure that we comply with all regulatory requirements. Ongoing support and monitoring is provided for more than 200 projects at any given time.

Targeted training programs on human and animal research ethics is provided to our people and ethics committee members each year to ensure capability levels for responsible research practice are supported and maintained. We also provide online resources to support best practice.

Following the National Health and Medical Research Council’s release of the revised Australian Code for the Responsible Conduct of Research (2018), we assessed the alignment of the organisation’s policies, procedures and practices to the new national framework and guidelines in order to formally adopt the revised code as part of our governance framework for research integrity on 1 July 2019. Updates were made to some areas of our policy and new policies introduced to ensure compliance with the revised standards and further support best practice. In 2019–20, we implemented additional initiatives such as the roll out of an organisation wide training program on the Research Code and commenced the establishment a network of research
integrity advisers across the organisation.

Internal controls

We comply with section 10 of the PGPA Rule by establishing and maintaining an effective fraud control framework. Our Fraud and Corruption Control Plan comprises strategies to prevent, detect, respond and report fraud and corruption affecting CSIRO, and is complemented by our policy and procedures, system and internal controls, financial management, assurance and accountability activities, and an Enterprise Risk Framework. We adhere to the Commonwealth Fraud Control Framework 2017’s ‘Fraud Rule’, and in line with fraud control best practice, endeavour to apply the Fraud Policy and Fraud Guidance. We are committed to nurturing and
promoting an anti-fraud culture, which is predicated on predicting, pre-empting and preventing fraud and misconduct affecting our organisation.

Fraud control

As a Corporate Commonwealth entity under the PGPA Act, we are required to comply with section 10 of the PGPA Rule. The Rule sets out the Australian Government’s expectations in relation to fraud prevention, detection and response and sets a standard for the effective management of organisational fraud risks and fraud incidents. Our Fraud and Corruption Control Framework is accompanied by our Enterprise Risk Framework, policy and procedures, system, financial and internal controls, and other assurance and accountability practices, procedures and activities.

Security

We recognise the Australian Government’s Protective Security Policy Framework as our practice guide and use elements from this framework as well as the Australian Government Information Security Manual to inform our security frameworks. We continually review the organisation’s risk appetite. We implement agreed management actions on protective security and will continue to do so through the endorsed Enterprise Security Program.

We continue to embed Cyber and ICT Security to support our strategy and to demonstrate to our customers that we are a trusted advisor.

Reviews of outside bodies

The Senate Standing Committees on Economics examines the operations of CSIRO following the Federal Budget, the tabling of our annual report and the introduction to Parliament of the additional Appropriation Bills. This year, our senior executives appeared before the Committee during the Senate Estimates process on two occasions and responded to all questions on notice.

In June, the Australian National Audit Office presented its independent performance audit report, Implementation of the Commonwealth Scientific and Industrial Research Organisation (CSIRO) Property Investment Strategy to Parliament. The Auditor-General made five recommendations to improve our monitoring and measurement, governance, risk management, reporting and performance targets. We agreed with the recommendations.

Judicial decisions

During 2019–20, there were no judicial decisions or decisions of administrative tribunals that have had, or may have, a significant effect on the operations of CSIRO.

Service charter

Our service charter describes the standards of service we aim to deliver to our customers and our commitment to ensuring that these standards are maintained.

In summary:

  • We believe our customers and partners are essential to our success.
  • We maintain relevance in our work through input from the public, government, industry and the research community.
  • We communicate with our customers in a courteous, helpful and professional manner.
  • We respect customer confidentiality.
  • We evaluate our services to ensure continuous improvement of our service delivery.

Our complete service charter is available at www.csiro.au/Service-Charter.

We welcome feedback on our performance. Contact the CSIRO officer with whom you have been dealing or CSIRO Enquiries, which can direct your feedback to the relevant person:

Private Bag 10, Clayton South VIC 3169
1300 363 400
csiroenquiries [at] csiro.au