DHA’s corporate governance structure ensures we deliver outcomes in a controlled, transparent and accountable manner.

Our governance framework comprises the principles, practices and tools needed to ensure our approach to governance is consistent and coordinated.

Our performance framework provides strategic direction and alignment across the business through a clear line of sight through all planning and reporting activities, including:

• coordinated business planning as reflected in our Corporate Plan strategic priorities, goals and objectives
• performance monitoring and reporting through regular reviews of strategic and organisational performance measures—refer to our Annual Performance Statement.

Shareholder Ministers

The Australian Government’s interests in DHA are overseen by two Shareholder Ministers: the Minister for Defence Personnel and the Minister for Finance. As DHA sits within the Defence portfolio of the Australian Government, the Minister for Defence is our responsible minister. The Minister for Defence delegated responsibility for DHA operational matters to the Minister for Defence Personnel.

In accordance with the DHA Act and a ministerial determination, DHA must seek approval of the Minister for Defence (or their delegate) for any contracts we wish to execute which are greater than or equal to $15 million in value.

Shareholder Ministers in 2019–20

DHA’s Shareholder Ministers for the reporting period were as follows:

• Minister for Defence Personnel: the Hon Darren Chester MP
• Minister for Finance: Senator the Hon Mathias Cormann.

Ministerial directions and policy orders in 2019–20

DHA did not receive any new ministerial directions or policy orders in 2019–20.

DHA continues work to meet the April 2018 ministerial direction to relocate all of our Australian Capital Territory offices (head office and ACT regional office) to the Gungahlin Town Centre by no later than 18 March 2022.

Following a competitive tender process, G1 DHA Pty Ltd was selected as the successful tenderer to construct and fit out DHA’s new office accommodation. The office will be located on the site bound by Hibberson, Hinder, Kate Crace and Efkarpidis Streets and will hold a five-star NABERS rating. Construction works are scheduled to commence in August 2020.

Board of Directors

The Board is established in accordance with Part III of the DHA Act and is the accountable authority for DHA under the PGPA Act. The Board is responsible for the proper and efficient performance of DHA’s functions. The Board makes decisions on organisational direction and strategy, which are articulated through our Corporate Plan.

Board members

In accordance with section 12 of the DHA Act, our Board consists of:

• eight non-executive members with a mix of APS, Defence and commercial members
• one executive member who is also the DHA Managing Director.

Refer to Appendix A: Accountable Authority for further details as required by the PGPA Rule.

Board members as at 30 June 2020

Mr Macdonald was appointed as a member of the Board in July 2008 and was appointed Chairman in February 2015. He has considerable public and private company experience. He was elected to the Australian Senate in 1993 and served multiple terms before retiring in 2008. His Parliamentary service includes eight years as Chair of the Senate Foreign Affairs, Defence and Trade Committee, and periods as Deputy Leader of the National Party in the Senate, Parliamentary Secretary for Defence and Parliamentary Secretary for Trade. He is a wool and beef producer near Quirindi (NSW).

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Mr Jackson was appointed as Managing Director in May 2019. Prior to DHA he was Deputy Secretary, Service Delivery Operations at the Department of Human Services (DHS). His Australian Public Service career includes senior executive roles within the DHS, the Department of Finance and the Department of Foreign Affairs and Trade. He also has over 25 years’ experience in the private sector, primarily in the areas of construction, property, strategic and business process management. Prior to re-joining the public service he was Chief Executive Officer of UGL Services Australia and New Zealand, which was Australia’s largest provider of property management services. He is the Vice Chair of Goodwin Aged Care Services, the ACT’s largest not for profit aged care provider. He is also on the Board of Koomarri, an ACT/NSW based not for profit organisation specialising in supporting people with an intellectual disability or acquired brain injury to achieve their life goals.

Brigadier Wilton was appointed to the Board as the nominee of the Chief of the Defence Force in December 2019. She graduated from the Royal Military College to the Royal Australian Army Ordnance Corps in 1991. Her early appointments included regimental and staff positions as a supply officer and as a project manager. Her command experience includes a posting as the Officer Commanding Supply Company, 7th Combat Service Support Battalion and the inaugural Commanding Officer/Chief Instructor of the Army School of Ordnance. She has held a range of staff appointments at both Lieutenant Colonel and Colonel. She has held positions as the Senior Officer Manager within the Career Management Agency, directing staff at both the Australian Command and Staff College and the Centre for Defence and Strategic Studies, and as the Chief of Staff for Headquarters 633 – Afghanistan and Chief of Staff for Army Headquarters. Brigadier Wilton was appointed as the Director General Career Management – Army in 2019. She was made a Member of the Order of Australia (AM) in 2018 for exceptional service and contributions to Army’s personnel capability.

Mr Lewis was appointed to the Board as the nominee of the Department of Finance Secretary in April 2019. He had a distinguished career in the Australian Public Service spanning more than four decades, including a five year term as the Secretary of the Department of Veterans' Affairs and senior roles at the Department of Defence and the Department of Finance. He was made an Officer of the Order of Australia (AO) in 2019 for distinguished service to public administration, transformational change and organisational design. He was awarded a Public Service Medal (PSM) in 2007 for outstanding public service and the Centenary Medal in 2001 for his contribution to Australian society and government. His former board appointments include President of the Repatriation Commission, Chairman of the Military Rehabilitation and Compensation Commission and a member of the ANZAC Centenary Advisory Board.

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Ms Louis was appointed to the Board as the nominee of the Department of Defence Secretary in June 2020. She has 20 years’ experience in the Department of Defence including appointments as Director, Chief of Staff and Assistant Secretary within the Capability Development Group. In 2014, she was appointed as the Assistant Secretary White Paper Enterprise Management to develop industry related Defence policy including shipbuilding and the Defence industry policy statement. From November 2015, she was the First Assistant Secretary Defence Industry Policy Division. In this role she was responsible for the effective implementation of the Government’s approach to Defence industry policy. In August 2017, she joined the Australian Industry Group (AI Group) as the Executive Director of their Defence Council and is now also Head of Industry Development. She is a member of the Centre for Defence Industry Capability Advisory Board.

Mr Ferguson was appointed to the Board as a commercial director in February 2015. He was elected to the Australian Senate in 1992 and served three full terms before retiring in 2011. He served on a number of Senate and Joint Committees, including more than eight years as Chair of the Joint Committee on Foreign Affairs, Defence and Trade. He also served as President of the Senate in 2007 and 2008, and represented the Parliament on many delegations. He was made a Member of the Order of Australia (AM) in 2020 for significant service to the Parliament of Australia and to the community of South Australia. Before entering politics, he was a farmer and self-employed insurance consultant. He is currently chair of the Australian Political Exchange Council.

Mr Fisher was appointed to the Board as a commercial director in February 2016. He had a distinguished career in the public service spanning more than four decades, including being a member of the Australian Trade Commissioner Service and Chief Executive Officer or Director General of various Western Australian (WA) government departments. He was Agent General for WA, based in London, from 2001 to 2006. He was one of five commissioners on the Australian Government’s National Commission of Audit in 2013–14. He was made a Member of the Order of Australia (AM) in 2003 for service to the public sector in WA.

Ms Galloway was appointed to the Board as a commercial director in November 2016. She has over 30 years of executive management experience for national and multinational commercial organisations, including leading Spherion, Lucent Technologies and AT&T in the Asia Pacific and South Pacific. She was most recently Managing Director of Evolve Housing, one of Australia’s largest community housing providers, from 2011 to 2019. She is on the board of Coleman Greig Lawyers, Tennis Australia (NSW) and is a member of the Advisory Board for The Salvation Army Australia—NSW/ACT. In 2014, she was awarded the Australian Telstra Business Woman of the Year and the NSW Telstra Business Woman of the Year for Innovation.

Mr Jones was appointed to the Board as a commercial director in December 2016. He was elected as the Federal Member for Herbert, an electorate in Townsville (QLD), in 2010 and served until 2016. He was a member of several House of Representatives Standing Committees and the Joint Standing Committee on Foreign Affairs, Defence and Trade. He was Government Whip from October 2015 to May 2016. He is an auctioneer by trade, with a strong real estate and corporate finance background. He is currently Manager of Business Development at Pickerings Auto Group, a Townsville multi-franchise motor dealership, and a member of the National Film and Sound Archive Australia Board.

Board and legislated committees

In accordance with section 26(1) of the DHA Act, the Board may establish committees to assist in the discharge of its duties. The Board and each of its committees has a charter that sets out its purpose, composition and meeting and administrative arrangements.

The Board considers the charters and the composition of committees periodically.

Amendments to the DHA Act in 2006 established the DHA Advisory Committee to advise on the performance of DHA’s functions (refer to Part IIIA of the DHA Act).

Table 4.2: Board committees 2019–20

Notes
1. P Logan is an independent member of the BARC appointed by the Board.
2. S Lewis was appointed to the NRC on 22 June 2020.

Board and legislated committee meetings 2019–20

Table 4.3: Board meetings and member attendance 2019–20

Notes
1. J Macdonald left the BIC in July 2019.
2. M Brady’s term on the Board expired on 21 June 2020.
3. S Lewis was appointed to the NRC on 22 June 2020.
4. V McConachie’s term on the Board expired on 4 December 2019.
5. L Wilton was appointed as the Chief of the Defence Force nominee to the Board on 5 December 2019.
6. K Louis was appointed to the Board on 21 June 2020 after the final Board meeting of the 2019–20 financial year.
7. P Logan is an independent member of the BARC appointed by the Board.

Board member related party transactions 2019–20

A related party transaction is where a Board member approved payment for a good or service from another entity or provisioning of a grant to another entity where the member is a director of DHA’s Board and a director of the other entity, and the value of the transaction (or if more than one transaction, the aggregate value of those transactions) exceeds $10,000 (GST inclusive). In 2019–20, DHA Board members did not disclose any related party transactions.

Board Audit and Risk Committee

Information on DHA’s Board Audit and Risk Committee (BARC) is provided below in accordance with section 17BE(taa) of the PGPA Rule.

The charter determining the functions of the BARC is published on our website (www.dha.gov.au/about-us/our-organisation/governance).

Table 4.4: Board Audit and Risk Committee 2019–20

Note
1. The Commonwealth employs V McConachie and P Logan on a full time basis. For this reason, in accordance with sub-section 7(11) of the Remuneration Tribunal Act 1973, they are not entitled to be remunerated for holding a part time office or independent member of the Board Audit and Risk Committee respectively. They can receive travel allowance for official travel associated with fulfilling the requirements of the office.

Managing Director

The Managing Director is appointed by the Board in accordance with Part VI (Division 1) of the DHA Act and is its only executive member. The Managing Director is responsible for conducting the affairs of DHA in accordance with the DHA Act and any policies determined and directions given by the Board. The Managing Director oversees strategic direction, organisational structure, staff, performance and relationships with key stakeholders.

Leadership Team

The Leadership Team supports the Managing Director in fulfilling DHA’s purpose. The teams broad role is to provide leadership, guide performance, implement and deliver against the Corporate Plan and ensure accountability of DHA’s activities.

Executive profiles as at 30 June 2020

Mr Barry Jackson
Managing Director

New Zealand Certificate in Quantity Surveying | Quantity Surveyors Registration | Member of the AICD

Mr Jackson was appointed as Managing Director in May 2019. Prior to DHA he was Deputy Secretary, Service Delivery Operations at the Department of Human Services (DHS). His Australian Public Service career includes senior executive roles within the DHS, the Department of Finance and the Department of Foreign Affairs and Trade. He also has over 25 years’ experience in the private sector, primarily in the areas of construction, property, strategic and business process management. Prior to re-joining the public service he was Chief Executive Officer of UGL Services Australia and New Zealand, which was Australia’s largest provider of property management services. He is the Vice Chair of Goodwin Aged Care Services, the ACT’s largest not for profit aged care provider. He is also on the Board of Koomarri, an ACT/NSW based not for profit organisation specialising in supporting people with an intellectual disability or acquired brain injury to achieve their life goals.

Key responsibilities:

• operational affairs in accordance with the DHA Act and policies or directions of the Board
• strategic direction and achievement against the Corporate Plan
• compliance oversight with the PGPA Act, Public Service Act and other relevant legislation
• key stakeholder relationship management with Shareholder Ministers, departmental Secretaries and the Chief of the Defence Force
• management of the Leadership Team
• oversight of organisational structure, staff and performance.

Bachelor of Commerce | Graduate Diploma of Applied Corporate Governance | Certified Practicing Accountant | Graduate Member of the AICD

Mr Groenewegen joined DHA in August 2018, initially as interim CFO before being permanently appointed to the position in September 2019. He is an experienced executive and consultant with a background in governance practice, strategy development and implementation, fiscal management, compliance and risk activities and government operations involving regulation and policy. His previous roles include governance and review work with government and industry organisations, executive roles with prudential regulators and several financial management roles involving a range of functions from the oversight of whole of government payments through to the financial management of complex multi-program organisations.

Key responsibilities:

• strategic planning, valuations and capital planning
• financial management services and budgets
• investment management and funding strategies
• financial and taxation compliance
• performance reporting.

Master of Business | Bachelor of Engineering (Honours) | Advanced Business Diploma | Real Estate Management Diploma | Diploma of Contract Management

Mr Jorgensen joined DHA as the National Manager, Governance in August 2008. He was appointed General Manager, Property and Tenancy Services in May 2012 and General Manager, Property Provisioning Group in August 2018. In February 2020, he was designated General Manager, Service Delivery. Before joining DHA, he held a number of appointments at the Department of Defence as a civilian and was a member of the Royal Australian Air Force.

Key responsibilities:

• housing portfolio management, including property development, construction, acquisitions, heritage, upgrades, sales and marketing
• service operations, including property management services, contact centre operations, maintenance and leasing activity
• strategy and design.

Executive and national committees or groups

The Managing Director and the Leadership Team establish executive and national committees as needed to assist them in the discharge of their duties. Each committee has a charter or terms of reference that sets out its purpose, composition, and meeting and administrative arrangements.

Table 4.5: Executive and national committees 2019–20¹

Note
1. Table 4.5 does not include committees and groups that have governance oversight of projects or programs.