Roles and responsibilities
The board has ultimate responsibility for the performance of MIC and is fully accountable to its shareholder ministers.
The role of the board is to provide strategic guidance for the company and effective oversight of management. The board is accountable to the shareholder ministers and has ultimate responsibility for:
- providing overall strategic guidance, governance, setting the risk appetite, effective oversight of management and the performance of the company; and
- implementing an effective governance framework to support its role and responsibilities.
MIC is committed to working to meet stakeholder and community expectations of robust and best practice corporate governance to ensure MIC: achieves its intended purpose; complies with all relevant laws, codes and directions; and meets expectations of probity, accountability and transparency.
The Corporations Act 2001 and the MIC constitution establish and define the corporate powers of MIC, which are exercised by the board, unless exercised by the shareholder ministers under the constitution.
The MIC Board Charter sets out the powers and responsibilities of the board. The charter is reviewed annually by the board.
The board’s key responsibilities include:
- setting the strategic direction of MIC, consistent with the objects established in the constitution, and monitoring the implementation of the Company’s strategy and performance;
- providing recommendations to the shareholder ministers relating to board composition and membership;
- overseeing and setting the policy framework for implementing strategies to ensure the health and safety of the Company’s employees and protecting the environment and the community;
- appointing and removing the Chief Executive Officer, following consultation with the shareholder ministers;
- evaluating the performance and remuneration for the CEO;
- setting the limits of authority for management to commit to new contracts or expenditure;
- approving and monitoring the effectiveness of the Company’s corporate governance framework, policies and procedures, and compliance with legal and regulatory obligations, including protecting the ethical and corporate governance standards of MIC;
- annually approving the Statement of Corporate Intent for publication;
- adopting a framework for reviewing, authorising and reporting on MIC’s financial position; and
- annually approving the Annual Report and submitting the Annual Report to the shareholder ministers.
Responsibility for the day-to-day management of the company is delegated to the CEO and management. The board has reserved for itself certain powers and authorities, which align to those matters in respect of which the company may not proceed to act without the prior approval of its shareholders. The company’s delegations of authority clarify the respective roles and responsibilities of board members and senior executives to facilitate board and management accountability to the company and its shareholders.
Board composition and appointment of directors
Under MIC’s constitution, the board is to consist of not less than three and not more than nine directors. The Chair is appointed by the shareholder ministers in accordance with the constitution.
The board currently comprises eight non-executive directors. Directors are appointed by the shareholder ministers in accordance with the requirements of MIC’s constitution and the GBE Guidelines. On appointment, each director receives a formal letter of appointment from the shareholder ministers. The term of each director is determined by the Commonwealth at the time of appointment.
This is usually for a term of three years. At the end of this period, the director will retire but is eligible for reappointment.
Kerry Schott AO, an independent non-executive director, was appointed chair on 13 December 2012, re-appointed on 13 December 2015 for a further 3-year term and on 13 December 2018 for a subsequent 12-month term.
The Chair of the board is responsible for the leadership of the board and for the efficient and proper functioning of the board, including maintaining relationships with the shareholders.
In line with the GBE Guideline requirements, the board annually reviews: the performance of the board as a whole; each director, including the Chair; and board processes.
The Chair provides the shareholder ministers with written confirmation that this review process has been followed and raises any areas of concern. MIC’s annual assessment of board performance during the reporting period comprised an external assessment of the board’s function, size and directors’ skills, consistent with the GBE Guidelines.
A report on all recommendations from the review was discussed with the board and then with the shareholder ministers, and an agreed action plan implemented.
MIC fosters a governance culture that embraces diversity in the composition of boards. As at 30 June 2019, MIC’s board had three female directors.
Director induction and education
MIC has an induction program for new directors, reviewed periodically by the company secretary, which includes a meeting with management, a tour of the precinct development site and a detailed manual with information on the company’s corporate plan and other reporting arrangement, company policies, legislative requirements and meeting arrangements. The board has regular discussions with the CEO and management, and directors are invited to attend the precinct development site from time to time.
Ongoing education for directors is provided through updates, presentations and briefings at board meetings.
Conflicts of reason
The directors of MIC are obliged to disclose to the company any interests or directorships they hold with other organisations and to provide updated information in a timely manner, being a standing agenda item at each board meeting.
A register of interests is maintained by the company to manage any potential conflicts of interest, and this is tabled at each board meeting.
On an annual basis, each director is requested to complete a declaration of personal interests, which is subject to review by the board. Where a director:
- has a declared material personal interest; or
- may be presented with a potential material conflict of interest, the director will not participate in any discussion or voting when the matter is being considered at the board or committee meeting. All disclosures made by a director are minuted and a register of conflicts is maintained.
Independent professional advice
With the agreement of the Chair, directors may seek independent professional advice, at MIC’s expense, in carrying out their duties. Each director has direct access to management and any MIC information they require to make informed decisions and fulfil their responsibilities as directors of the MIC board.