Mr Richard Haire – Chair
FAICD, FAIM

Mr Haire has held many leadership positions within the cotton industry, most recently as Managing Director and regional head of Olam International, a global leader in the supply chain management of agricultural products and food ingredients. He was formerly the Chief Executive of Queensland Cotton Corporation Pty Ltd and a member of the Rabo Australia Food and Agribusiness Advisory Board. Mr Haire is a Fellow of the Australian Institute of Company Directors and the Australian Institute of Management. He formerly served as a Director on the CRDC board from 2011 to 2014.

Appointed: 29/08/2016 until 29/08/2019
Reappointed: 29/08/2019 until 29/08/2022
Chair of the Remuneration Committee.

Ms Kathryn Adams – Deputy Chair
BScAgr (Hons), LLM, MBus, MEnvStud, Grad Dip Leg Pract, Prof Cert Arbitration, Practitioners Cert Mediation & Conciliation, FAICD

Ms Adams is a microbiologist and lawyer who specialises in intellectual property management, commercial/industry application of R&D and corporate governance. She has had extensive experience in R&D investment from the perspective of a researcher, Director of a research institute and an investor. She has been a practising lawyer and was also the first Registrar of Plant Breeder’s Rights in Australia.

Ms Adams was on the Board of the Cotton CRC and is currently on the Boards of a number of CRCs as well as Agriculture Victoria Services Pty Ltd, and PBIP Ltd. She is a member of the R&D Tax Incentives Committee of AusIndustry, an adjunct Senior Research Fellow with the Australian Centre for Intellectual Property in Agriculture (ACIPA, Griffith Law School), and is a Fellow of the Australian Institute of Company Directors.

Appointed: 20/10/2014 until 30/09/2017.
Reappointed: 01/10/2017 until 30/09/2020.

Mrs Elizabeth (Liz) Alexander – Non-Executive Director
BA, MRurSysMgt, FAICD

Mrs Alexander specialises in finding collaborative and innovative solutions for regional challenges. She is the Agribusiness Development Coordinator for the Central Highlands Development Corporation (CHDC), and leads CHDC’s Central Highlands Accelerate Agribusiness (CHAA) initiative, working with stakeholders to grow productivity and profitability for all agribusiness within the region. In her role, Liz developed and facilitates the AgTeCH events held annually in Emerald and Mungindi. She has extensive knowledge of dryland and irrigated cropping industries, and experience across natural resource management, agricultural extension and water policy.

Mrs Alexander is currently a director of Plant Health Australia. Previously, Liz was a Director of Cotton Australia, and the Chair of Theodore Water, the Theodore Irrigation LMA Interim Board and Glencore’s Clermont Open Cut Mine Groundwater and Environmental Reference Group. She obtained a Bachelor of Arts and a Masters of Rural Systems Management from the University of Queensland, is a member of the Australasia-Pacific Extension Network and is a Fellow of the Australian Institute of Company Directors.

Appointed: 20/10/2014 until 30/09/2017.
Reappointed: 01/10/2017 until 30/09/2020.
Chair of the Intellectual Property and Commercialisation Committee.

Mr Greg Kauter – Non-Executive Director
BAgEc, GradCertRuSc, GAICD

Mr Kauter is an agricultural consultant with more than 30 years of cotton industry experience. He has had extensive experience in cotton research administration and industry stewardship through roles in crop protection, farming systems, plant variety and biotechnology research programs. He has also planned and developed extension strategies to facilitate the adoption of new technology and knowledge. He has experience with industry representative bodies in developing strategic priorities with cotton growers and industry stakeholders, identifying emerging issues and developing evidence-based policy responses based on sound research and information.

Mr Kauter currently consults on cotton farm management and Best Management Practice implementation. He has been the industry representative for biosecurity through Plant Health Australia Ltd and Chair of the Cotton Industry Biosecurity Group. He is a former President of the Cotton Consultants Association Inc.

Appointed: 20/10/2014 until 30/09/2017.
Reappointed: 01/10/2017 until 30/09/2020.
Chair of the Audit Committee.

Dr Jeremy Burdon – Non-Executive Director
BSc (Hons), PhD, Hon DSc, FAA, FTSE, MAICD

Dr Burdon has an international reputation in evolutionary biology, combining interests and expertise in ecology, epidemiology and genetics to contribute solutions to problems in a wide range of areas of agriculture, including disease control, pre-breeding, weed biology, and ecological sustainability. His research has been recognised through the awarding of a number of national and international awards and honours.

He has had extensive experience in research management and commercialisation, leading CSIRO-Plant Industry for many years. This gave him exposure to a broad swathe of important Australian agricultural industries, including cotton, grains, sugar, and various horticultural crops. Subsequently, he has served on the Board of Trustees of Bioversity International, as a director of the Grains Research & Development Corporation, a member of Sugar Research Australia’s independent Research Funding Panel, and as Chair of the Australian Academy of Science’s National Committee for Agriculture, Fisheries & Food. In that role, he led the production of a Decadal Plan for Agricultural Science that was released in 2017. He is currently a Non-Executive Director of Sugar Research Australia.

Appointed: 01/10/2017 until 30/09/2020.

Emeritus Professor Les Copeland AM – Non-Executive Director
BSc, PhD, GradDipAICD

Emeritus Professor Copeland has been conducting research and teaching in agricultural and food science in the University of Sydney for over 40 years. His research on plant, grain and food chemistry, and the origins of the human diet, has resulted in over 150 publications and 34 PhD completions. He is a member of the Research Advisory Committee of the Australian Farm Institute, and Editor-in-Chief of the scientific journals Cereal Chemistry and Agriculture. Professor Copeland was Chair of the Cotton Catchment Communities Participants’ Forum, and a Director of the Australian Cotton and Value Added Wheat CRCs. He is a former Dean of Agriculture, and he was the Foundation President of the Australian Council of Deans of Agriculture. He is the immediate past President of the University of Sydney Association of Professors.

Professor Copeland holds BSc and PhD degrees from the University of Sydney and a Graduate Diploma from the Australian Institute of Company Directors. He has held research positions at Yale University, the University of Buffalo, the University of California in Davis, and the Australian National University. He is a Fulbright Alumnus, the recipient of an Excellence in Teaching Award from the American Association of Cereal Chemists-International, and has had international experience in capacity building. Emeritus Professor Copeland was awarded a Member (AM) in the General Division in the 2019 Queen’s Birthday Honours, recognising his significant service to agricultural science as an academic and researcher.

Appointed: 01/10/2017 until 30/09/2020.

Ms Rosemary Richards – Non-Executive Director
BAgEc, MBA

Ms Richards is an agribusiness consultant with extensive experience in broadacre cropping, in particular, oilseeds and downstream processing sectors. Ms Richards is principal of Bowman Richards & Associates, which undertakes strategic planning, supply chain management, and trade and market access services for private companies, industry and government organisations to support market and business growth.

She also has extensive experience in the biotechnology sector and was actively involved in the introduction of GM canola to Australia as CEO of the Australian Oilseeds Federation. Ms Richards continues to be involved in biotechnology policy and advocacy through work with Australian and international representative organisations.

Ms Richards currently consults on trade and market access, commercialisation of biotech crops and business strategy. She is a passionate advocate for the agricultural sector and maintains close linkages with a range of agribusiness industry organisations.

Appointed: 01/10/2017 until 30/09/2020.

Dr Ian Taylor – Executive Director
BAppSc, PhD

Dr Taylor has extensive experience across the cotton RD&E pipeline, having worked as a researcher specialising in integrated weed management before progressing to management positions within the cotton industry’s extension program, CottonInfo and CRDC. Before being appointed Executive Director, Dr Taylor performed the role of CRDC’s General Manager of R&D Investments for five years, overseeing CRDC’s investment in cotton RD&E to deliver impact, and leading the development of the CRDC Strategic RD&E Plan 2018–23.

Dr Taylor holds BAppSc and PhD degrees from The University of Queensland, is a graduate of the Australian Rural Leadership Program, and is Deputy Chair of the Summit Community Services board. He has extensive stakeholder management, strategy development, leadership and governance experience, combined with national and international networks, in part from his time as the Technology Development Lead and Asia-Pacific Technical and Stewardship Lead with Monsanto. In his former career, Dr Taylor was an avionics technician in the Australian Defence Force, where he developed a sound understanding of digital and advanced complex systems.

Appointed: 7 March 2019 by virtue of his appointment as Executive Director of CRDC.
He attends the Audit, Intellectual Property and Remuneration Committees as an observer.

Composition

CRDC has an eight-member Board, consisting of a Chair (appointed by the Minister for Agriculture), the Executive Director (selected by the Board), and six non-executive Directors nominated by an independent Selection Committee. Appointment of non-executive Directors is subject to Ministerial approval, and Directors (other than the Executive Director) are appointed for three-year terms.

Board

CRDC Board at 30 June 2020

1. Mr Richard Haire, Chair
2. Ms Kathryn Adams, Deputy Chair
3. Mrs Elizabeth Alexander, Non-Executive Director
4. Mr Greg Kauter, Non-Executive Director
5. Dr Jeremy Burdon, Non-Executive Director
6. Emeritus Professor Les Copeland, Non-Executive Director
7. Ms Rosemary Richards, Non-Executive Director
8. Dr Ian Taylor, Executive Director

Responsibilities of Executive Director

The Executive Director is responsible for day-to-day management of the CRDC, implementation of CRDC’s plans, and liaison between the Board and management. The Executive Director is also a member of the Board with the responsibilities of a Director.

Responsibilities of Non-Executive Directors

The roles and responsibilities of Directors are set out in the Board Charter, which includes a governance statement, conduct and ethical standards provisions. Internal reviews of Board performance are conducted annually. The Board also obtains an external review of its performance periodically

Expertise

The CRDC Board is a skilled-based board, with Directors collectively bringing expertise in cotton production, processing and marketing, conservation/management of natural resources, science and technology and technology transfer, environmental and ecological matters, economics, finance and business management, administration of research and development, sociology and public administration. The PIRD Act requires the CRDC Selection Committee to specify how its Board nominations will ensure that CRDC collectively possesses experience in board affairs, adding to the existing requirement for an appropriate balance of expertise.

Directors may obtain independent legal and professional advice at CRDC’s expense to enable them to discharge their duties effectively, subject to prior approval from the Chair, in consultation with the Board and Executive Director. This advice may relate to legislative and other obligations, technical research matters, and general skill development to ensure there is a sufficient mix of financial, operational and compliance skills among Board members.

Induction

Following appointment to the Board, each Director is provided with an appropriate level of information about CRDC, its history and operations, and the rights, responsibilities and obligations of Directors. This information includes the Board Charter, Strategic RD&E Plan, and relevant legislation.

The induction process is tailored to the needs of new Directors. It may include an initial visit to the CRDC office in Narrabri to meet with the Chair and staff for a comprehensive overview of corporate activities and practices, and a tour of key industry research facilities.

Training

Where necessary and appropriate, CRDC sources training for Directors, either individually or as a group. The Board generally establishes the need for such training during the first meeting of Directors.

Functions

• Establishing strategic directions and targets.
• Monitoring and evaluating the research and development needs of the industry and ensuring CRDC’s research program is effective in meeting those needs.
• Approving policies, plans, performance information and budgets.
• Monitoring policies, procedures and internal controls to manage business and financial risk.
• Ensuring compliance with statutory and legal obligations and corporate governance standards.

Conflicts of interest

In accordance with section 131 of the PIRD Act, Directors are appointed on their expertise and do not represent any particular organisation or interest group.

The Board follows section 29 of the PGPA Act regarding Directors’ disclosures of interests. A Director who considers that he or she may have a direct or indirect pecuniary or non-pecuniary interest in a matter to be discussed by the Board must disclose the existence and nature of the interest before the discussion.

All disclosures are recorded in the minutes of the meeting and, depending on the nature and significance of the interest, Directors may be required to absent themselves from the Board’s deliberations.

The Board is very aware of its responsibilities regarding conflict of interest and duty of care, and has adopted a very cautious approach. A Board Charter clearly outlines the roles and responsibilities of Directors in terms of potential conflicts of interest. Further, the Board has a standing notice of Director’s interests that is tabled and reviewed at each meeting.

Board Charter of Corporate Governance

The CRDC Board Charter assists Directors in carrying out their duties and setting out the roles and responsibilities of Directors and staff.

Indemnities and insurance premiums for Directors and officers

The Board has taken the necessary steps to ensure professional indemnity cover is in place for present and past officers of CRDC, including Directors of the CRDC, consistent with provisions of the PGPA Act. CRDC’s insurance cover is provided through Comcover; however, the insurance contract prohibits CRDC from disclosing the nature or limit of liabilities covered. In 2019–20, Directors’ and officers’ liability insurance premiums were paid, and no indemnity-related claims were made.

Board Committees

The Board operated the Audit, Intellectual Property and Commercialisation, and Remuneration Committees in 2019–20. In addition to face-to-face meetings, the Board and its Committees conduct much of their work via email, video-conference and telephone, supported by a secure online information portal. CRDC finds this arrangement to be effective, productive and cost-effective.

*Out-of-session board meetings held to complete activities required between the main board meetings.

Attendances at Board meetings

Director	Meeting 4 2019	Meeting 5 2019	Meeting 6 2019	Meeting 7 2019	Meeting 1 2020	Meeting 2 2020	Meeting 3 2020	Meeting 4 2020	Meeting 5 2020	TOTAL
Richard Haire	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	9 of 9
Kathryn Adams	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	9 of 9
Elizabeth Alexander	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	9 of 9
Greg Kauter	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	9 of 9
Jeremy Burdon	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	9 of 9
Les Copeland	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	9 of 9
Rosemary Richards	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	9 of 9
Ian Taylor	No	No	No	No	Yes	Yes	Yes	Yes	Yes	9 of 9

Audit Committee

Established under section 89 of the PIRD Act and section 45 of the Public Governance, Performance and Accountability Act 2013 (PGPA Act), the Audit Committee’s primary role is to ensure CRDC’s financial reporting is a true and fair reflection of its financial transactions.

The Committee also provides a forum for communication between the Directors, the senior managers of CRDC, and the internal and external auditors. It carries responsibility for identifying areas of significant business risk, and stipulating the means of managing any such risk. In addition to CRDC Directors, the Board has appointed a skill-based member on the Audit Committee, Sam Skelton.

Intellectual Property and Commercialisation Committee

The role of the Intellectual Property (IP) and Commercialisation Committee is to assist CRDC’s Board in fulfilling its responsibilities and strategic objectives for IP management and commercialisation of project outputs to maximise the benefits to the Australian cotton industry. The Committee’s specific responsibilities are to review the operation of CRDC’s IP and commercialisation policy and operating principles, and to consider IP and commercialisation matters directed to it by the Board for consideration. In addition to CRDC Directors, the Board has appointed a skill-based member on the IP and Commercialisation Committee, Jarrod Ward.

Attendances at Audit Committee meetings

Member/Observer	7 Aug 2019 In person	12 August 2019 Teleconference	23 Oct 2019 Teleconference	4 November 2019 Teleconference	6 February 2020 In person	14 May 2020 Video-conference	TOTAL
Greg Kauter	Yes	Yes	Yes	Yes	Yes	Yes	6 of 6
Rosemary Richards	Yes	Yes	Yes	Yes	Yes	Yes	6 of 6
Jeremy Burdon	Yes	Yes	Yes	Yes	Yes	Yes	6 of 6
Sam Skelton	Yes	Yes	Yes	No	Yes	Yes	5 of 6

Attendances at Intellectual Property and Commercialisation Committee meetings

Member/Observer	7 August 2019 In person	21 October 2019 Video-conference	5 February 2020 In person	22 May 2020 Video-conference	TOTAL
Elizabeth Alexander	Yes	Yes	Yes	Yes	4 of 4
Rosemary Richards	Yes	Yes	Yes	Yes	4 of 4
Les Copeland	Yes	Yes	Yes	Yes	4 of 4
Jarrod Ward	Yes	Yes	Yes	Yes	4 of 4

Remuneration Committee

The Remuneration Committee advises the Board on the Executive Director’s remuneration and senior staff remuneration adjustments.

Attendances at Remuneration Committee meetings

Member/Observer	24 July 2019 In person	5 November 2019 Teleconference	13 March 2020 Teleconference	1 June 2020 Video-conference	TOTAL
Richard Haire	Yes	Yes	Yes	Yes	4 of 4
Kathryn Adams	Yes	Yes	Yes	Yes	4 of 4
Jeremy Burdon	Yes	Yes	Yes	Yes	4 of 4

Statement of principles

CRDC Directors and staff members are required to:

• Commit to excellence and productivity.
• Be accountable to stakeholders.
• Act legally, ethically, professionally and responsibly in the performance of duties.
• Strive to maximise return on investment of industry and public funds invested through CRDC.
• Strive to make a difference in improving the knowledge base for sustainable cotton production in Australia.
• Value strategic, collaborative partnerships with research providers, other research and development bodies, industry organisations, stakeholders and clients, for mutual industry and public benefits, including cooperation with kindred organisations to address matters of national priority.
• Value the contribution, knowledge and expertise of the people within our organisation and that of our contracted consultants, external program coordinators and research providers.
• Promote active, honest and effective communication.
• Commit to the future of rural and regional Australia.
• Comply with and promote best practice in corporate governance.
• Commit to meeting all statutory obligations and accountability requirements in a comprehensive and timely manner.