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The board

The FRDC board sets the overarching direction and strategy for the organisation. It has ensured that the necessary governance (policies), systems and procedures are in place to enable the organisation to invest in priority areas and specific RD&E activities.

The board comprises eight directors who are appointed in accordance with sections 17 and 77 of the PIRD Act. Directors are selected on the basis of their expertise in a variety of fields including commodity production and processing, conservation, science, economics, and business and financial management. All directors, except the Managing Director, are appointed for three years on a part-time basis.

At the commencement of a term all directors undergo a formal induction including a workshop run by the Australian Institute of Company Directors. In addition, to ensure the board has a strong understanding and connection to the fishing industry and its stakeholders, it meets outside Canberra wherever possible (ideally at least three times a year in regions key to the fishing industry. This provides directors with the opportunity to discuss relevant issues with industry stakeholders, as well as see first- hand, the fishing industry in action.

The board plays a fundamental role in guiding the organisation and providing the FRDC management with strong leadership. It oversees corporate governance, ensuring the FRDC has a good framework of policies and procedures, playing a strong role in the approval and oversight of financial matters including approval of any high-risk projects.

A key update during the year was revising the delegation policy by which the board entrusts specific powers to either FRDC directors and employees, pursuant to section 90 of the PIRD Act. It also reinforced the organisational focus to ensure that FRDC management are focused on those matters it is best suited to manage.

In addition, this year the board approved the AOP and funds for current commitments (existing contracted projects), and for new commitments delegating FRDC management to oversee that these investments are in line with stakeholder priorities, the AOP and the new R&D Plan 2020–25 — with the board providing the necessary governance, oversight and approval for projects that are high risk. The objective is to provide a more flexible and nimble approach to investment, so the FRDC can assess applications at any time throughout the year.

Directors’ biographies

Details of the directors who held office during the year are shown on the following pages.

Mr John Williams: Chair

Appointed Chair from 10 March 2020

John Williams was elected to Federal Parliament in 2007 as Senator for New South Wales and was sworn in on 26 August 2008. John was born in Jamestown South Australia but has lived most of his life in the Inverell district in the New England region of New South Wales. Prior to entering politics, he had been a truck driver, shearer, farmer and a small business owner.

With this background, john understands regional Australia and the issues small business operators deal with every day. John is a strong advocate for the reduction of red tape in small business to allow businesses to not only survive and compete but to grow and prosper. His vision is for regional Australia to obtain adequate funding to maintain rural communities and facilities and maintain the way of life so many people enjoy.

The Hon. Ron Boswell: Chair

Appointed as Chair 1 September 2016, reappointed August 2019 and resigned 10 January 2020.

Ron Boswell represented the National Party in the Australian Senate for Queensland from 1983 to 2014 and led the party in the Senate from 1990 to 2007. In 2008 he became Father of the Senate.

Over the course of his political career Ron was the leader of the Nationals in the Senate from 10 April 1990 to 3 December 2007, holding many positions in the Coalition shadow ministry including Shadow Minister for Regional Development and External Territories (from September 1988 to April 1990), Shadow Minister for Northern Australia and External Territories (April 1993 to May 1994) and Shadow Minister for Consumer Affairs (May 1994 to December 1994). Boswell was appointed Parliamentary Secretary to the Minister for Transport and Regional Services in July 1999 but left the position in October 2003.

Ron is a strong advocate for Australia’s primary producers and improving their productivity and profitability based on the best knowledge available.

Professor Colin Buxton: Director (Deputy Chair)

Director from 1 September 2015 to 31 August 2018, reappointed 10 October 2018.

Colin Buxton is an independent director and principal consultant at Colin Buxton & Associates. In 2014 he retired as Director of the Fisheries, Aquaculture and Coasts Centre at the Institute for Marine and Antarctic Studies at the University of Tasmania (UTAS), where he is now an Emeritus Professor. Colin has held senior management positions at the Port Elizabeth Museum, Rhodes University and the Australian Maritime College, as well as being the inaugural director of the Tasmanian Aquaculture and Fisheries Institute at UTAS. A fellow of the Australian Institute of Company Directors, he has served on the board of several organisations including the Aquaculture, Finfish and Seafood CRCs, Southern Rock Lobster Ltd (Chair) and the Tasmanian Environment Protection Authority. He is also Chair of the National Fisheries Advisory Council and serves on the Tasmanian Marine Farming Review Panel. Colin has a broad knowledge and experience in coastal marine environments, fisheries and aquaculture and is a frequent consultant and advisor to government and industry in Australia, Africa and the United States. A graduate of the University of Cape Town (Masters) and Rhodes University (PhD), he is internationally recognised and has published widely on his work on the life histories and effects of exploitation on reef fishes. Much of his research has been focused on understanding the role of Marine Protected Areas as a conservation and fisheries management tool.

Dr Kate Brooks: Director

Appointed Director from 10 October 2018.

Kate Brooks is an experienced non-executive director and panel advisory member in the coastal, marine and fisheries management sectors. This is augmented by an established career as a consulting sociologist, working almost exclusively in the fishing and seafood industry and related areas, since 2007. She is an internationally recognised social researcher in the area of marine and natural resource management and reputational risk for over 20 years, and has collaborated with clients across Australia, New Zealand, Canada, Dubai, Europe and the United kingdom. Her application of intellectual rigor and curiosity to strategic planning, implementation and extension is focused on delivering strategically sustainable development and growth for industry in the context of also creating supportive community environments.

Kate has worked with the seafood industry since 2000. She holds a master’s degree in social impact assessment, and a PhD in social capital, both with the focus on supporting and developing industry and community benefit. In that time, she has played a key role in bringing the social dimension to triple bottom line approaches in the management of fisheries and the seafood industry as a whole. Kate is also a graduate and member of the Australian Institute of Company Directors.

Dr Saranne Cooke: Director

Appointed Director from 10 October 2018.

Dr Saranne Cooke is a professional director and chair with experience on a variety of boards across the education, health, sport, financial and not-for-profit sectors. Saranne is Deputy Chancellor of Charles Sturt University, Racing NSW board Member, HESTA Trustee board member, Director of the Western NSW Primary Health Network, Director of Leading Age Services Australia, and Chair of the Western Region NSW Committee of the Australian Institute of Company Directors.

Prior to her career as a professional director, Saranne held a number of senior roles within the energy, financial, education and manufacturing industries. She completed her doctorate researching board governance across the ASX 200 companies in 2018. Saranne also holds a bachelor of Commerce, Master of business (Marketing), and a Master of Commercial Law. She is a Fellow of the Australian Institute of Company Directors, a Fellow Certified Practising Accountant, a Fellow of the Australian Marketing Institute, a Certified Practising Marketer and a member of the Golden key International Honour Society.

Ms Katie Hodson-Thomas: Director

Appointed Director from 10 October 2018.

Katie Hodson-Thomas represented the Western Australian metropolitan electorate of Carine from 1996–2008. During her time in parliament she served as a Parliamentary Secretary to the Minister for Health; held shadow portfolio responsibilities for transport, tourism, small business, environment, and road safety; and was Deputy Chair of the Community Development and justice Standing Committee. After retiring from parliament, she joined several membership-based industry associations holding senior positions. Prior to joining FTI Consulting in 2012 she ran her own consultancy practice specialising in government relations. Katie was elected as the first female independent Chair of Western Australian Fishing Industry Council at the 2017 Annual General Meeting; is a Member of the Western Australian Gaming and Wagering Commission and the Gaming Community Trust; and has served as a justice of the Peace since 1997.

Mr Mark King: Director

Appointed Director from 10 October 2018.

Mark king is a third-generation dried fruit grower and has a 100-hectare family farm growing sultanas and currants at Pomona, which is irrigated from the Darling River. Pomona is located in the far south west corner of New South Wales, and is 50 kilometres from South Australia and close to the Victorian border. Mark grew up on the Darling River and has witnessed the many changes to river health and irrigation demands. He is a former councillor and Deputy Mayor of the Wentworth Shire Council and was a former Chair of the Lower Murray Darling Catchment Management Authority (NSW) from 2000 to 2012. During this time, he had undertaken many projects that explored river and fish health in the Darling and Murray Rivers. Mark is now the current Chair of Dried Fruits Australia, which is the peak industry body, and has held this position for nine years. He is also a current board member of the National Farmers’ Federation. Mark has had experience with industry and a range of government boards and authorities. Mark ventured into aquaculture in 2012 growing Murray Cod, Silver Perch and Golden Perch within a dam system. With aquaculture growing in the surrounding area (Sunraysia), Mark sees this as a sustainable way to meet the growing demand for fish, without affecting wild fish numbers.

Mr John Lloyd: Director

Appointed Director from 10 October 2018.

john Lloyd is the former CEO of Horticulture Innovation Australia/HAL leading both organisations over a nine-year period of significant growth, change and transition. He is a current director of Agribusiness Australia and Menari business Solutions Pty Ltd. Recently relocating to Orange New South Wales, he and his family run a small agricultural enterprise at Borenore. John is a director on boards of both Charles Sturt University and Meat & Livestock Australia.

john’s career has spanned most parts of the Australian agribusiness sector with senior leadership positions including Managing Director Case IH/New Holland ANZ; General Manager Commercial Incitec Pivot; and General Manager Merchandise Wesfarmers Dalgety. More recently john has led a significant restructure of the research corporation for the $10 billion horticulture sector, creating new funding models that have catered for its longer-term strategic issues as well as accessing broader and non- traditional sources of investment. These issues include Asian export markets, biosecurity, health and nutrition, pollination, major pests, intensive farming systems and urban greening. john has a bachelor of Applied Science from the University of NSW as well as an MBA from Macquarie University.

Dr Lesley Macleod: Director

Director from 1 September 2015 to 31 August 2018, reappointed 10 October 2018.

Lesley MacLeod is the former CEO of Dairy Innovation Australia and a former board member of Murray Dairy, barley Australia and MBQIP Ltd. Lesley is currently a director on the Agriculture Victoria Services board. Educated in Edinburgh, Scotland she has a first-class honours degree in marine biology and PhD from Heriot-Watt University. Following a 12-year research career in Edinburgh and Adelaide focusing on grains research Lesley moved into industry in Victoria where she gained over 20 years’ experience in senior agribusiness management for Australian and multinational companies. Lesley has a focus on research management, innovation and commercialisation and has established of a number of national R&D programs and not-for-profit companies. She has a Diploma in business Management and is a graduate of the Australian Institute of Company Directors.

Dr Patrick Hone: Managing Director

Appointed Managing Director from 21 April 2005.

Patrick Hone is Managing Director of the FRDC and a member of the National Marine Science Committee. Patrick has extensive knowledge of all sectors of the fishing and aquaculture industries. He has more than 20 years working for the FRDC and has played a key role in the planning, management and funding of fishing and aquaculture related research, development and extension in Australia. In recent years Patrick has become one of Australia’s leading spokespeople on the role of marine science.

Patrick has a PhD from Adelaide University, and previously worked for the South Australian Research and Development Institute (SARDI) on a wide range of aquaculture research for Southern bluefin Tuna, Pacific Oysters, mussels, yellowtail kingfish and abalone.

Attendance at board meetings held during the year

The tables below and on the following page show attendance at board and committee meetings held during the year. The Chair approved all absences from board meetings in accordance with section 71(2) of the PIRD Act.

TABLE 18: ATTENDANCE BY DIRECTORS AND FRDC REPRESENTATIVES AT BOARD MEETINGS

Date

16/08/2019

28/11-29/11/2019

26/02/2020

22/04/2020

v/c

28/05/2020

v/c

17/06/2020

v/c

25/06/2020

v/c

The Hon. Ron Boswell (Chair). Retired 10/01/2020

yes*

n/a

n/a

n/a

n/a

n/a

n/a

Mr John Williams (Chair). Appointed 10/03/2020

n/a

n/a

n/a

yes

yes

yes

yes

Dr Patrick Hone (Managing Director)

yes

yes

yes

yes

yes

yes

yes

Professor Colin Buxton (Acting Chair from 01/11/2019 to 09/03/2020)

yes

yes

yes

yes

yes

yes

yes

Dr Kate Brooks

yes

yes

yes

yes

yes

yes

yes

Dr Saranne Cooke

yes

yes

yes

yes

yes

yes

yes

Ms Katina (Katie) Hodson-Thomas

yes

yes

yes via t/c

yes

yes

yes

yes

Mr Mark King

yes*

yes**

yes

yes

yes

yes

n/a

Mr John Lloyd

yes

yes

yes

yes

yes

yes

yes

Dr Lesley MacLeod

yes*

yes

yes

yes

yes

yes

yes

Mr John Wilson (Company Secretary)

yes

n/a

n/a

n/a

n/a

n/a

n/a

Cheryl Cole (Acting General Manager Business)

yes

yes

yes

yes

yes

yes

yes

* Early departure

** Early departure 29/11/2020

t/c: Teleconference.

v/c: Videoconference.

n/a: Signifies the Committee member or FRDC representative was not eligible to attend the meeting (either they had not yet been appointed or their tenure had ended).

Board committees

The board had two committees operating during the year. The Finance, Audit and Risk Management (FARM) committee and People and Culture committee. Each committee comprises at least two non- executive directors. The FARM committee provides financial oversight for the FRDC reporting back to the board, as well ensures effective communication to the external and internal auditors. The committee also oversees the FRDC Risk Management Framework. The People and Culture committee has oversight and responsibility relating to the people, remuneration and culture.

TABLE 19: ATTENDANCE BY DIRECTORS, AND ACTING GENERAL MANAGER BUSINESS AT FINANCE, AUDIT AND RISK MANAGEMENT COMMITTEE MEETINGS

Date

14/08/2019

27/11/2019

24/02/2020

28/05/2020

Dr Saranne Cooke (Member)

yes

yes

yes

yes

Mr John Lloyd (Member)

yes

yes

yes

yes

Dr Lesley MacLeod (Committee Chair)

yes

yes

yes

yes

Dr Patrick Hone (Member)

yes

yes

yes

yes

Cheryl Cole (Acting General Manager Business)

yes

yes

yes

yes

TABLE 20: ATTENDANCE BY DIRECTORS AT THE PEOPLE AND CULTURE COMMITTEE

Date

27/11/2019

24/02/2020

Mr Mark King (Committee Chair)

yes

yes

Ms Katina (Katie) Hodson-Thomas (Member)

yes

yes*

The Hon. Ron Boswell (Member) Retired 01 January 2020

yes

n/a

Dr Patrick Hone (Member)

yes

yes

Professor Colin Buxton (Member)

yes

yes

Dr Kate brooks (Member)

yes

yes

t/c: Via teleconference.

TABLE 21: ATTENDANCE BY DIRECTORS AT THE INVESTMENT MECHANISM WORKING GROUP

Date

27/07/2019

11/11/2019

28/01/2020

17/03/2020

29/05/2020

t/c

John Lloyd (Chair)

yes

yes

yes

yes

yes

Dr Kate Brooks (Member)

yes

yes

yes

yes

yes

Professor Colin Buxton (Member)

yes

yes

yes

yes

yes

Dr Patrick Hone (Member)

yes

yes

yes

yes

yes

t/c: Teleconference.

Record of meetings

Minutes of each meeting are kept and agreed to by the board. The Managing Director prepares a letter to the Minister on behalf of the Chair after board meetings, highlighting significant events and items. The same occurs if a significant event occurs between board meetings.

Directors’ interests and related entity transactions

The FRDC’s policy on directors’ interests, complies with section 27 and 29 and Rule 13–16b of the PGPA Act. The policy centres on the principle that a director must disclose an interest whenever he/she considers there is a potential conflict of interests.

A standing notice (register) about directors’ interests is updated at each board meeting. All declarations of interests, and their consideration by the board, are recorded in the minutes.

Importantly, where the director has declared a ‘material personal interest’ in a matter that relates to the affairs of the FRDC, in addition to the duty of disclosing that interest, the director must not be present while the board is discussing that matter and, importantly, must not vote on the matter unless one of a number of specific exceptions applies.

Indemnities and insurance premiums for officers

The Corporation holds directors’ and officers’ liability insurance cover through Comcover. During the year, no indemnity-related claims were made.

When appropriate, the FRDC may take out insurance policies to mitigate insurable risk.

Remuneration policy

Remuneration of non-executive directors is determined by the Remuneration Tribunal.

Remuneration of the Managing Director and staff is determined by an FRDC policy set by the board. The amount of individual remuneration of the Executive Director and staff is based on advice by Mercer Human Resources Consulting Pty Ltd. The amount is also influenced by performance measured against individual performance agreements and by the size of the program support component within the total FRDC budget, from which salaries are paid.

PIRD ACT REQUIREMENTS

Year

2017-18

2018-19

2019-20

$

$

$

Remuneration and allowances to non-executive directors and independent committee member*

344,341

351,039

365,758

Selection committee expenses and liabilities

37,488

10,000

* The independent committee member resigned on 21 November 2018.

+Liabilities to staff

The FRDC provides for liabilities to its staff by ensuring financial assets (cash, receivables and investments) are always greater than its employee provisions. Compliance with this policy is evidenced in the Statement of Financial Position in the Corporation’s monthly financial statements.