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Governance and legislation

The NFSA is accountable to the Australian Parliament through the Minister for Communications, Cyber Safety and the Arts, the Hon Paul Fletcher MP.

We guide the delivery of our outputs through our corporate governance framework, which includes our enabling legislation and other legislative instruments, managerial and organisational structure, corporate policies and strategies, and resource management practices.

We are governed by three pieces of legislation:

  • The National Film and Sound Archive of Australia Act 2008 (the NFSA Act), which sets out our broad functions and activities (see appendix 2 for our functions and powers)
  • The Public Governance, Performance and Accountability Act 2013 (the PGPA Act), which sets out the use and management of public resources by the Commonwealth and Commonwealth entities, and the accountability of Commonwealth entities
  • The Public Service Act 1999, which sets out the CEO’s powers in relation to staffing.

Our Board

The Board and our Senior Executive work together to develop, implement and monitor key strategies that enable us to meet the government’s objectives, as outlined in the NFSA Act, the Portfolio Budget Statements and our Corporate Plan.

The Board provides policy leadership to the NFSA, oversees our performance and sets our strategic direction. The Board also plays a key role in ensuring good corporate governance by making sure that effective and appropriate systems of control, reporting and accountability are in place.

Board members are appointed by the Minister for Communications, Cyber Safety and the Arts under section 11 of the NFSA Act.

A group portrait of the NFSA Board members
NFSA Board: (L-R) Mr Kim Ledger, Mr Wayne Denning, Ms Fiona Scott, Ms Gabrielle Trainor AO, Ms Judith Donnelly, Mr Peter Rose, Ms Toni Cody and Ms Caroline Elliott. Absent: Mr Ewen Jones.

Members

GABRIELLE TRAINOR AO
NON-EXECUTIVE CHAIR
LLB (University of Melbourne), MA Cultural and Creative Practice (Western Sydney University)

Ms Trainor is a non-executive director and advisor with more than 25 years’ experience on boards ranging from infrastructure, transport and urban renewal to sports, arts and culture, and empowerment of Aboriginal and Torres Strait Islander people. Among her current appointments, Ms Trainor is a director of Infrastructure Australia, the Western City and Aerotropolis Authority, the ACT City Renewal Authority, and the Major Transport Infrastructure Authority (Vic). She is a commissioner of the AFL and of the Australian Sports Commission. She is a member of the boards of Zurich Australia Ltd and WAM Global Ltd, a listed investment company. Ms Trainor is a trustee of the Charlie Perkins Trust and a member of the board of trustees of Western Sydney University.

She is a former Churchill Fellow and a Fellow of the Australian Institute of Company Directors. In 2017, Ms Trainor was named an Officer of the Order of Australia.

Term dates: 1 July 2012 – 24 June 2021.

WAYNE DENNING
NON-EXECUTIVE DEPUTY CHAIR
BA (Central Queensland University), MBA (Queensland University of Technology), Outstanding Alumni Award – Special Excellence Winner for Achievements and Contributions to Indigenous Communities (Queensland University of Technology)

Mr Denning is a proud Birri and Guugu Yimidhirr man from North Queensland and the Managing Director of Carbon Creative, an advertising agency in Brisbane. Mr Denning is determined to generate positive social change through creating innovative and engaging design, content and strategy. Beyond the NFSA and Carbon Creative, Mr Denning embraces his role as a board member of both the Australian Indigenous Mentoring Experience and the Queensland South Native Title Services.

Term dates: 20 December 2011 – 24 June 2021.

TONI CODY
NON-EXECUTIVE MEMBER
BEc (Monash University), MAICD

Ms Cody has over 15 years of experience as a non-executive director and an executive background in the arts and cultural sector as well as in communications, retail, small-to-medium sized start-up businesses and fast-moving consumer goods. Ms Cody assists in generating, innovating, scaling and creating sustainable business practices across many sectors of industry, particularly the subscription entertainment market and public-private partnership health solutions.

Ms Cody is also currently a director of the Academy of Music and Performing Arts, and a past director of the Sydney Theatre Company, Chris O’Brien Lifehouse and the Australian Ballet.

Term dates: 30 July 2014 – 6 November 2020.

JUDITH DONNELLY
NON-EXECUTIVE MEMBER

Ms Donnelly is a senior public affairs and communications specialist with over 15 years’ experience in the public and private sectors.

Ms Donnelly is a former policy and media advisor to the Australian Government and was the General Manager, Media and Communications for the Richmond Football Club from 2007 – 2010. In 2013, she took up her current position as the Head of Government and Stakeholder Relations for the AFL. Ms Donnelly also serves on the board of the Melbourne Press Club.

Term dates: 19 December 2017 – 18 December 2020.

CAROLINE ELLIOTT
NON-EXECUTIVE MEMBER
BEc (Monash University), CA, GAICD

Ms Elliott is a Chartered Accountant and has extensive experience in corporate consultancy, including strategic, governance and financial advisory roles. She is currently the CEO of apparel company Propel Group Pty Ltd. MsElliott is currently also a non-executive director of StJohn’s Ambulance (Victoria), DorsaVi Limited and Wiltrust Nominees Pty Ltd as Trustee for the Edward Wilson Estate. She held previous non-executive director roles at Cell Therapies, the Peter MacCallum Cancer Centre and the Public Transport Ombudsman Limited. Ms Elliott was a finalist in the 2000 Telstra Businesswomen’s Awards.

Term dates: 5 April 2017 – 5 October 2020.

EWEN JONES
NON-EXECUTIVE MEMBER

Mr Jones has extensive business and government relations experience. He has a background in finance and real estate sales and is an auctioneer by trade. He is a keen supporter of regional communities and has a strong interest in the arts, fostered by an appreciation of the difficulties that regional areas face in interacting with arts communities across the country.

Mr Jones was the Member for Herbert from 2010 to 2016 and served on several House of Representatives Standing Committees and the Joint Standing Committee on Foreign Affairs, Defence and Trade. Since Parliament, he has started his own government relations consultancy firm.

Term dates: 28 March 2019 – 27 March 2021.

KIM LEDGER
NON-EXECUTIVE MEMBER

Mr Ledger is a Western Australian entrepreneur who has founded and successfully operated several businesses in Perth, Adelaide and New York. He has revisited his long-term passion for driver training and education with partner Alister McCrae to establish Driver Risk Management in Perth, WA. Mr Ledger has an enduring relationship with the film industry through his work as Patron of Australians in Film (Heath Ledger Scholarship) in Los Angeles.

Mr Ledger co-founded Scriptwise in Melbourne, a non-profit foundation set up to educate people about the dangers of abusing prescription drugs. He is also a member of the Management and Finance Committee of Cyrenian House (WA Council on Addictions).

Term dates: 5 April 2017 – 5 October 2020.

PETER ROSE
NON-EXECUTIVE MEMBER
BEc (Hons) (University of Adelaide)
Mr Rose is a consultant to Foxtel, Foxtel Movies and a number of digital platforms. He initiated the introduction of several successful and award-winning Australian television drama series to the Australian pay TV industry, including Love My Way, Tangle, Satisfaction and Cloudstreet.

Mr Rose has held several high-level industry positions, including Marketing Director of the South Australian Film Corporation, Head of Marketing and Distribution for Hoyts Theatres, Managing Director of Roadshow, Coote and Carroll, and Executive Vice President of International Marketing for United International Pictures.

Term dates: 30 July 2014 – 6 November 2020.

FIONA SCOTT
NON-EXECUTIVE MEMBER
BBus (Western Sydney University), Master of Administration and Management (Australian Graduate School of Management – University of NSW)

Ms Scott provides strategic marketing and communications advice to the infrastructure, fast-moving consumer goods and agricultural sectors, and is a political commentator on Sky News. She holds several government, private sector and charity board positions.

Ms Scott was the Federal Member for Lindsay between 2013 and 2016. Prior to politics, she was a strategic marketing and communications specialist working with ASX-listed companies including Westeld, GPT, Auto One and Wattyl Paints. She was also the NSW representative on Auto One’s National Members Advisory Council.

Term dates: 17 December 2016 – 5 July 2021.

Board meetings

The Board met six times during 2019–20. A senior officer from the Office for the Arts attends Board meetings as an observer.

Board members are paid remuneration and allowances as determined by the Remuneration Tribunal.

The PGPA Act requires members to notify other members of any material personal interest when a real or perceived conflict arises. The NFSA maintains a conflict register and asks Board members to declare any new conflicts of interest at each Board meeting.

Table 6: Board meeting attendance 2019–20

Member

04 September 2019

26 September 2019

06 December 2019

11 February 2020

23 April 2020

16 June 2020

Gabrielle Trainor (Chair)

Attended

Attended

Attended

Attended

Attended

Attended

Wayne Denning (Deputy Chair)

Attended

Attended

Did not attend

Attended

Attended

Attended

Toni Cody

Attended

Attended

Attended

Attended

Attended

Attended

Judith Donnelly

Attended

Did not attend

Attended

Attended

Attended

Attended

Caroline Elliott

Attended

Attended

Attended

Did not attend

Attended

Attended

Ewen Jones

Attended

Attended

Did not attend

Attended

Attended

Attended

Kim Ledger

Attended

Attended

Attended

Attended

Attended

Attended

Peter Rose

Attended

Did not attend

Attended

Attended

Attended

Attended

Fiona Scott

Attended

Attended

Attended

Not a Board member at the time

Attended

Attended

Our committees

Our committee structure accommodates changes to our operating environment. Committees are formed where necessary or ceased when no longer required, except for the Audit and Risk Committee, which is required by the PGPA Act.

Committees meet as needed and report to the Board on their deliberations and work plans.

Audit and Risk Committee

The Audit and Risk Committee provides independent advice to the Board on the appropriateness of the NFSA’s financial reporting, performance reporting, system of risk oversight and management and system of internal control. The Audit and Risk Committee Charter is available at https://www.nfsa.gov.au/collection/curated/audit-and-risk-committee-charter-2019.

The Audit and Risk Committee is comprised of a majority of independent members, in accordance with the PGPA Rule.

Table 7: Audit and Risk Committee composition and remuneration 2019–20

Title

Member

Membership period

Remuneration

Chair

Carol Lilley

Independent Chair from 1 October 2014

$20,960*

Members

Wayne Denning

Board member – Audit and Risk Committee member from 22 September 2015

N/A – Board member

Caroline Elliott

Board member – Audit and Risk Committee member from 20 November 2017

N/A – Board member

Geoff Knuckey

Independent Member from 1 November 2018

$7,000

Lee Walton

Independent member from 1 December 2015

$8,900

*This includes remuneration for Finance Committee membership and Board attendance. All amounts are exclusive of GST.

Independent members

CAROL LILLEY
BCom (University of Western Australia), FCAANZ, GAICD, Certified Internal Auditor

Ms Lilley is an independent board director and Audit Committee chair and member for a number of Commonwealth Government audit committees.She was a Partner of PricewaterhouseCoopers and has over 20 years’ experience in financial statement audit, internal audit and project and risk management, with a particular focus on government.

GEOFF KNUCKEY
BEc (ANU), FCAANZ, GAICD, Registered Company Auditor

Mr Knuckey is a full-time company director and audit committee member with extensive experience. He is currently serving on board and audit committees for numerous government and private sector entities. Previously, he had a 32-year career with Ernst & Young specialising in Audit and Assurance Services in both the public and private sectors across a range of industries.

LEE WALTON
BSc (Hons) (University of Surrey, UK), Chartered Engineer, GAICD, Member of the Institute of Engineering and Technology, Advanced Diploma of Program Management

Mr Walton is an independent member of several Commonwealth Government audit and risk committees and executive steering groups. He is also the independent board chair of a non-government, not-for-profit organisation. For over 15 years he was a senior executive in the Australian Public Service, serving mainly in Chief Information Officer and Chief Operating Officer positions in the national security and law enforcement communities. He also has a strong program and project management background.

Table 8: Audit and Risk Committee meeting attendance 2019–20

Member

10 July 2019

23 September 2019

25 November 2019

27 February 2020

14 May 2020

Carol Lilley (Chair)

Attended

Attended

Attended

Attended

Attended

Wayne Denning

Did not attend

Did not attend

Did not attend

Attended

Attended

Caroline Elliott

Did not attend

Attended

Attended

Attended

Attended

Geoff Knuckey

Attended

Attended

Attended

Did not attend

Attended

Lee Walton

Attended

Attended

Attended

Attended

Attended

Finance Committee

The Finance Committee was established in September 2014 as an advisory committee to provide independent assurance and make recommendations to the Board on the preparation and adoption of the annual internal budget.

Indigenous Connections Committee

The Indigenous Connections Committee was established in May 2017 as an advisory committee to the NFSA Board. The committee provides advice, direction and support for partnership development and delivery to ensure that the NFSA is aligned with the cultural directions and aspirations of traditional owners.

Project Governance Group

The Project Governance Group was established to oversee the preparation and delivery of a business case for a new Canberra facility for the NFSA. The Project Governance Group replaces the Board Property Subcommittee, reports directly to the NFSA Board and provides recommendations to the CEO.