Corporate governance

The National Gallery of Australia is a Commonwealth authority established by the National Gallery Act 1975. The responsible minister is the Hon Paul Fletcher MP, Minister for Communications, Cyber Safety and the Arts. The Gallery’s functions under section 6 of the Act are to:

• develop and maintain a national collection of works of art
• exhibit, or make available for exhibition by others, works of art from the national collection, or works of art that are otherwise in the possession of the Gallery.

In performing these functions, the Act states the ‘Gallery shall use every endeavour to make the most advantageous use of the national collection in the national interest’ (section 6(2)) and ‘has power to do all things necessary or convenient to be done for or in connexion with the performance of its functions’ (section 7(1)).

As a Commonwealth statutory authority, the National Gallery is also subject to the Public Governance, Performance and Accountability Act 2013 (PGPA Act), which establishes a coherent system of governance and accountability across Commonwealth entities.

High standards of governance and accountability are also maintained by comprehensive business, performance and planning frameworks. Figure 6 shows the principal elements of the Gallery’s corporate governance structure.

Council

The Gallery is governed by the Council of the National Gallery of Australia in accordance with the National Gallery Act 1975. Section 13 of the Act stipulates that:

• the Council comprises no more than eleven members (the Chair, the Director and nine other members)
• members, other than the Director, be appointed for no more than three-year terms by the Governor-General with respect to their knowledge and experience of the visual arts and any other areas relevant to National Gallery activities. Council members are eligible for reappointment.

As the accountable authority, the Council oversees and endorses the strategic planning and performance framework and monitors progress through regular reports on performance against the endorsed four-year corporate plan. The Council meets six times a year. Members of Council at 30 June 2018 are pictured above and listed below with details of their qualifications and relevant experience at the time of their tenure.

Table 2 provides further information on members, including whether a member is an executive or a non-executive member, the date the member commenced on Council, the date they ceased (where relevant) and the number of meetings the member attended during the 2018–19 financial year.

Allan Myers AC, QC
(Chair to 08/07/2018)

Qualifications: Bachelor of Arts and Bachelor of Laws (Hons), University of Melbourne; Bachelor of Civil Law, University of Oxford; Honorary Doctorate, Australian Catholic University; Honorary Doctorate of Laws, University of Melbourne

Experience: Chair, Museums and Art Galleries of the Northern Territory; Member, University of Melbourne Faculty of Law Strategic Advisory Board Graduate Program; Chair, University of Melbourne Campaign Board; Chair, University of Melbourne Foundation for the Humanities; Director, Dunkeld Pastoral Co; Trustee, Ian Potter Cultural Trust; Governor, Ian Potter Foundation; Member, National Gallery of Australia Foundation; Member, Peter MacCallum Cancer Foundation; Vice Chair, Supervisory Board, Grupa Zywiec SA; Director, The Minderoo Foundation; Director, Charles and Cornelia Goode Foundation

Ryan Stokes
(Chair from 09/07/2018)

Qualifications: Bachelor of Commerce, Curtin University

Experience: Managing Director and CEO, Seven Group Holdings Limited; Board Director, Seven West Media; Board Director, WesTrac Pty Ltd; Chief Executive Officer, Australian Capital Equity Pty Ltd; Committee Member, InnovationXChange (DFAT) initiative; Chair, Coates Hire; Committee Member, IOC Olympic Education Commission; Board Director, Beach Energy

Tim Fairfax AC
(Deputy Chair)

Qualifications: Honorary Doctorate, University of the Sunshine Coast

Experience: Chair, Tim Fairfax Family Foundation; Chair, Vincent Fairfax Family Foundation; Chancellor, Queensland University of Technology; President, Queensland Art Gallery Foundation; Member, National Portrait Gallery Foundation; Director, Australian Philanthropic Services; Director, Cambooya; Director, FNA Foundation; Director, Rawbelle Management; Patron, AMA Queensland Foundation; Patron, University of the Sunshine Coast Foundation; Patron, Flying Arts Alliance; Principal, TVF Pastoral, Strathbogie Pastoral Company and JH Fairfax & Son; Patron, Australian Rural Leadership Foundation

Dr Gerard Vaughan AM
(Gallery Director to 01/07/18)

Qualifications: Bachelor of Arts (Hons), University of Melbourne; Master of Arts, University of Melbourne; Master of Arts and Doctor of Philosophy, University of Oxford; Honorary Doctorate, Australian Catholic University

Experience: Fellow, Society of Antiquaries of London; Member, Australian Institute of Art History Board, University of Melbourne; Fellow, Australian Academy of the Humanities; Member, National Gallery of Australia Foundation; Member, Council of Australian Art Museum Directors; National Fellow, Institute of Public Administration Australia

Nick Mitzevich
(Gallery Director from 02/07/18)

Qualifications: Bachelor of Arts (Fine Art) and Graduate Diplomas in Education and Fine Art, University of Newcastle

Experience: Director, National Gallery of Australia Foundation; Member, Council of Australian Art Museum Directors; Trustee, Lionel Lindsay Gallery and Library Trust

The Hon Richard Alston AO

Qualifications: Bachelor of Laws, Bachelor of Arts, Bachelor of Commerce, Melbourne University; Master of Laws, Master of Business Administration, Monash University

Experience: Chair, SR Op Co Pty Ltd; Director, China Telecom (Australian) Pty Ltd; Director, Balmoral Gardens Pty Ltd; Chair, Suzani Pty Ltd; Chair, Messen Pty Ltd; Chair, Marn Pty Ltd; Chair, Waratah Group (Australia) Pty Ltd; Director, Waratah Group Enterprises Pty Ltd; Director, Waratah Investment Partners; Adjunct Professor, Bond University

Stephen Brady AO, CVO

Qualifications: Bachelor of Arts, Australian National University

Experience: Director, Ethics Centre; Member, Bangarra Indigenous Dance Company; Chair, France Australia Centenary Trust; Member, EABC (Europe Australia Business Council); Member, Australian Strategic Policy Institute; Adjunct Professor of International Relations, Bond University

Helen Cook

Qualifications: Bachelor of Science, University of Western Australia; Graduate Diploma Financial Management, Securities Institute of Australia; Graduate Australian Institute of Company Directors, CPA (Honorary)

Experience: Deputy Chair, Fremantle Ports; Non-Executive Director, RAC Finance; Chair, Chamber of Arts and Culture Western Australia; Director, Cruthers Art Foundation; Director, Minerals Research Institute of Western Australia; WA Councillor, Australian Institute of Company Directors; Member, Australia Council—Major Performing Arts Panel; Member, University of Western Australia Resources Law Advisory Panel

John Hindmarsh AM

Qualifications: Bachelor of Building (Hons), University of New South Wales

Experience: Fellow, Australian Institute of Building; Adjunct Professor of Building and Construction Management, University of Canberra; Chair, Hindmarsh and Associated Companies; Chair, Australian Capital Ventures and Equity Investments; Director, Village Building Company; Life Member, Canberra Business Chamber; Chair, National Gallery of Australia Foundation; Director, Hands Across Canberra; Deputy Chair, Boundless; Director, Significant Capital Ventures; Alternate Director, The Healthy Grain

Jane Hylton

Qualifications: Diploma of Fine Arts (Painting), South Australian School of Art

Experience: visual arts and collections consultant; Deputy Chair, Nora Heysen Foundation; Trustee, Hans Heysen Foundation

Alison Kubler

Qualifications: Masters, Manchester University; Bachelor of Arts, University of Queensland

Experience: Member, Museum of Brisbane Board; Editor, Vault Magazine

Ezekiel Solomon AM

Qualifications: Bachelor of Laws (Hons), University of Sydney; Master of Laws, Harvard Law School (Fulbright Scholar)

Experience: Senior Advisor, Allens; Director, National Gallery of Australia Foundation; Patron, Australian World Orchestra; Adjunct Professor of Law, University of Sydney; Adjunct Professor of Law, University of Technology, Sydney; Founding Governor, Institute for Regional Security; Director, Lagata

Rhonda White AO

Qualifications: Bachelor of Arts and Postgraduate Diploma in Organisational Psychology, University of Queensland; Doctor of the University, Griffith University; Diploma of Pharmacy, Queensland University of Technology

Experience: Managing Director, White Retail Group; Governor-in-Council Member, Griffith University Council; Member, Australian Institute of Company Directors; Member, Women Chiefs of Enterprise International; Board member and Honorary Professor, Griffith Institute for Drug Discovery; Adjunct Professor, Queensland University of Technology and Griffith University

Council committees

Council committees play an important role in governance and are responsible for overseeing the Gallery’s performance in key operational areas. During the year, the Building Committee, which oversaw the Gallery’s management of the building and major building projects, was disbanded and the Performance and Executive Remuneration Committee was renamed the Governance Committee. Details of the Council committees for the reporting period are provided below.

Audit and Risk Committee

Responsibility: Monitors the Gallery’s finances and the framework for the management of risks and opportunities.

Council members: Helen Cook (Chair), John Hindmarsh AM, Ryan Stokes (ex-officio)

External members: John Nguyen and Grantly Mailes

Building Committee (until November 2018)

Responsibility: Oversaw the Gallery’s management of the building and major building projects.

Council members: John Hindmarsh AM (Chair), Helen Cook, Ezekiel Solomon AM, Rhonda White AO

Collections Committee

Responsibility: Reviews proposals and makes recommendations to Council for the acquisition of works entering the national collection and the disposal of works from the collection. Also responsible for reviewing and making recommendations about the Gallery’s policies and procedures relating to its collections.

Council members: Jane Hylton (Chair), Tim Fairfax AC, Alison Kubler, Rhonda White AO

Governance Committee

Responsibility: Recommends to Council changes to Council roles, responsibilities, policies and practices; oversees a program to systematically assess Council and committee effectiveness; oversees the Council orientation process; monitors adherence to the Council Charter; annually reviews the remuneration package and performance of the Director; and oversees the development of a list of prospective members for appointment to Council.

Council members: Tim Fairfax AC (Chair), Helen Cook, Ezekiel Solomon AM, Rhonda White AO

Management structure

Key management personnel

Key management personnel (KMP) include members of the Gallery’s Council and the Director. Remuneration of Council members is in accordance with annual fees listed in the Remuneration Tribunal (Remuneration and Allowances for Holders of Part-time Public Office) Determination 2018.

The Council determines the Director’s remuneration in accordance with the Remuneration Tribunal’s framework for Principal Executive Officers (PEO). The Director is a PEO Band C position. Total remuneration includes salary, allowances and compulsory employer superannuation contributions. An annual performance bonus is payable based on performance indicators agreed at the commencement of each performance cycle. Non‑salary benefits for KMP include electronic devices and parking.

During 2018–19, the Gallery had thirteen executives who meet the definition of KMP. A table showing the remuneration for KMP in the reporting year is given in Appendix F in accordance with subsections 17CA(3) and 28EA(3) of the Public Governance, Performance and Accountability Rule 2014 (PGPA Rule).

Senior Management Group

The Senior Management Group (SMG) is responsible for performance and corporate management at the Gallery. With the support of Department Heads, the SMG monitors the achievement of corporate strategies and objectives, oversees financial management and resourcing needs and coordinates activities across all areas of the organisation.

The SMG includes the Director, five Assistant Directors, the Chief Finance Officer and the Chief Operating Officer, who are responsible for the Gallery’s seven program areas:

1. Indigenous Engagement

2. Corporate Services

3. Curatorial and Programs

4. Engagement and Development

5. Exhibitions and Collections

6. Finance and Commercial Operations

7. Know My Name Campaign

During the year, the Gallery restructured its SMG, which now includes a Chief Operating Officer (Corporate Services), an Assistant Director (Indigenous Engagement) and an Assistant Director (Know My Name Campaign). The position of Assistant Director (Know My Name Campaign) was filled on 30 May 2019 by Alison Wright, who was formerly Assistant Director (Engagement and Development). The positions of Assistant Director (Indigenous Engagement) and Assistant Director (Engagement and Development) were vacant at 30 June 2019. All other positions were filled.

The Assistant Directors, Chief Operating Officer and Chief Finance Officer are equivalent to the Australian Public Service (APS) Senior Executive Service (SES) Band 1 classification. The Chief Finance Officer is on secondment from a Commonwealth Government department, and remuneration and conditions for that position are covered by a memorandum of understanding between the Gallery and the relevant department. Remuneration and conditions for all other SES positions are covered by employment contracts made between the Director and the employee.

These contracts are subject to the provisions of the National Gallery Act 1975, Fair Work Act 2009, Long Service Leave (Commonwealth Employees) Act 1976, Maternity Leave (Commonwealth Employees) Act 1973, Superannuation Act 1976, Superannuation Act 1990, Superannuation Act 2005, Superannuation Productivity Benefit Act 1988, Work Health and Safety Act 2011 and Work Health and Safety Regulations 2011. They are made in accordance with the Gallery’s Senior Executive Remuneration Guidelines and provide for a total remuneration approach that includes salary, allowances and employer superannuation contributions. SES contracts provide for performance pay in accordance with the guidelines. Non-salary benefits for SES staff include electronic devices and parking.

During 2018–19, the Gallery had six senior executives: Natasha Bullock, Nicholas Meatheringham, Kirsten Paisley, Kym Partington, Adam Worrall and Alison Wright. Appendix F provides a table of the average remuneration for executive staff in the reporting year in accordance with subsection 17CB(4) of the PGPA Rule.

Other highly paid staff

The Gallery did not have any non-SMG staff in the reporting period whose remuneration exceeded the threshold amount in the PGPA Rule of $220,000.

Department Heads

Department Heads are actively engaged in developing and monitoring programs that meet the Gallery’s key goals and priorities. They gather in a monthly forum to discuss a wide range of operational and strategic matters to ensure effective management control and project oversight across departments.

National Gallery committees

The Gallery’s committees coordinate efforts across departments to achieve specific performance targets and operational objectives. They reflect the Gallery’s long-term goals and key priorities but are also subject to change to meet priorities identified in the corporate plan. Committees active during the 2018–19 year included the:

• Senior Management Group
• Department Heads Forum
• Gallery Consultative Committee
• Health and Safety Committee
• Emergency Planning Committee
• Risk Management Advisory Group
• ICT Committee
• Property Project Committee
• Reconciliation Action Plan Working Group.

Corporate and operational planning

Key corporate and operational planning documents, which are reviewed regularly, include the:

• Business Continuity Plan
• Corporate Plan
• Disaster Recovery Plan
• Emergency Response Plan
• Fraud Risk Assessment
• Fraud Control Plan
• Preservation Plan
• Security Incident Plan
• Risk Management Framework
• Strategic Asset Management Plan
• Financial Sustainability Strategy
• ICT Strategy
• Fundraising Strategy.

Risk management

Risk management is a key element of the Gallery’s strategic planning, decision-making and business operations. The Gallery has a Risk Management Advisory Group, which meets regularly to advise the SMG on matters related to risk management. The group comprises key members of Executive, the Governance and Strategy team and, as required, specialist staff.

Internal audit and controls

A number of performance and compliance reviews were undertaken in the year in accordance with the endorsed Strategic Internal Audit Plan. Audit activity is monitored by the Council’s Audit and Risk Committee, which met four times in 2018–19 and operates in accordance with requirements set out by the Public Governance, Performance and Accountability Act 2013.

Fraud control

The Gallery ensures and promotes the proper use of public resources and has taken all reasonable measures to prevent, detect, investigate and report on fraud in the financial year. It has a detailed Fraud Risk Assessment and a Fraud Control Plan that meet its specific needs in relation to fraud and comply with the Commonwealth Fraud Control Guidelines.

Ethical standards

Ethical behaviour is promoted through the inclusion of appropriate guidelines in staff induction programs and other development programs.

External scrutiny

No National Gallery representatives were required to appear before the Senate Standing Committee on Environment and Communications during the year. There were no judicial decisions and no issues or matters raised with the Commonwealth Ombudsman’s Office concerning the Gallery.

Statutory compliance

Work health and safety

The results of the Gallery’s work health and safety initiatives in 2018–19 are detailed in Appendix G in accordance with Schedule 2, Part 4 of the Work Health and Safety Act 2011.

Advertising and market research

Market research conducted in 2018–19 cost $174,005, compared to $180,962 in the previous year. Exhibition surveys examined visitor demographics and psychographics, use of facilities and awareness of advertising and communications initiatives. Expenditure on advertising totalled $1.5 million, compared to $1.3 million in the previous year. See Appendix H for details on advertising campaigns and expenditure.

Environmental performance

The Gallery strives to reduce its environmental impact while complying with environment-related legislation, including the Environment Protection and Biodiversity Conservation Act 1999. The Gallery’s ongoing commitment to environmental sustainability can be demonstrated through the following activities and initiatives:

• Collection storage conditions: environmental storage conditions are managed in line with international curatorial standards.
• Electricity: all electrical distribution boards are maintained to help identify anomalies and high-usage areas.
• Heating, ventilation and air conditioning: the scheduling of the Gallery’s boilers, chillers and air handlers is constantly monitored and readjusted seasonally to provide savings where possible.
• Gas: boiler maintenance and good building management continue to reduce gas consumption.
• Waste and recycling: a segregated waste-management policy is employed to correctly handle paper, cardboard, mixed recyclables, toners, chemicals, metals and waste to landfill.
• Lighting: energy-efficient LED lighting is used whenever light fittings are replaced.
• Water: water usage is closely monitored to introduce efficiencies where possible.
• Cleaning: the Gallery insists on using environmentally friendly cleaning products where possible and encourages reduced chemical use and alternative cleaning methods.

Freedom of information

The Gallery complies with the requirement in Part II of the Freedom of Information Act 1982 to publish information to the public as part of the Information Publication Scheme (IPS). A plan outlining what information is published in accordance with the IPS requirements is on the Gallery’s website, nga.gov.au/aboutus/ips/default.cfm.

Public interest disclosure

The Gallery complies with the requirement in section 76 of the Public Interest Disclosure Act 2013 by giving the Ombudsman information and assistance as the Ombudsman reasonably requires in relation to the preparation of a report defined under the section.