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Corporate governance

The Commonwealth Resource Management Framework governs how the Commonwealth public sector uses and manages public resources.

The Framework is an important feature of an accountable and transparent public sector and informs the Australian people of the daily work of Commonwealth entities and their employees.

We are well positioned to manage our resources, risks and performance in accordance with the Commonwealth Resource Management Framework. Fundamental to this is our strong and efficient governance structure which provides a high level of transparency and accountability for our objectives and performance. We also ensure that we proactively manage our risks by integrating risk management principles into all critical management processes.


The Organ and Tissue Authority (OTA) is a non- corporate Commonwealth entity The Australian Organ and Tissue Donation and Transplantation Board (the Board) is the accountable authority under the Commonwealth Public Governance, Performance and Accountability Act 2013 (the PGPA Act). The Board comprises the Chair, Deputy Chair, the Chief Executive Officer (CEO) and four other members who are responsible for the overall governance of the OTA in leading the Australian Government’s national program to improve organ and tissue donation and transplantation outcomes in Australia.

Section 13B of the Australian Organ and Tissue Donation and Transplantation Authority Act 2008 (amended in 2016) outlines the functions of the Board as:

+ to ensure the proper, efficient and effective performance of the Authority’s functions

+ to determine objectives, strategies and policies to be followed by the Authority

+ such other functions as are conferred on the Board by this Act or any other law

+ such other functions (if any) as are determined in an instrument made under subsection (2) and given by the Minister to the Chair

+ to do anything incidental or conducive to the performance of any of the above functions.

In addition to the CEO, our Executive Leadership Team comprises the National Medical Director, the Chief Operating Officer and Business Unit Directors.

This Executive Leadership Team provides guidance and leadership on our overall direction and responsibilities. Members provide advice to the CEO on governance matters, including financial and operational issues, risk and security management, fraud control, strategic information, technology matters, and people management.

Audit Committee

The Audit Committee provides independent assurance to the Board on the OTA’s financial and performance reporting responsibilities, risk oversight and management, and systems of internal control.

Our Audit Committee is established in compliance with Section 45 of the PGPA Act, and is chaired by an independent member, Ms Gayle Ginnane. During 2020–21, members included Mr Don Cross, as the independent external member, and Mr Mark McDonald as the internal member.

The OTA CEO as a representative of the Board, Chief Operating Officer, Chief Financial Officer, the Australian National Audit Office and our internal auditors are invited to attend meetings as required. The Audit Committee Charter is available at Our Committees

Table 7 Audit Committee


Qualifications, knowledge, skills or experience

Gayle Ginnane

Ms Ginnane is an experienced executive with significant board and audit committee experience. Formerly the Chief Executive Officer of the Private Health Insurance Regulator, Ms Ginnane has broad experience as a senior manager in an insurance and regulatory environment in both the public and commercial sectors and an in depth understanding of governance and risk management. She has a degree in statistics and economics and a postgraduate degree in defence studies.

4 meetings attended / 4 meetings total

Total annual remuneration $7,700 GST inclusive ($7,000 GST exclusive)

Don Cross

Mr Cross is the chair or member of several Audit Committees and sub-committees and was a senior partner at KPMG and a lead partner for KPMG’s key strategic government accounts. Mr Cross has experience in government program delivery and reform, financial statement audit and internal audit for policy, regulatory and service delivery agencies.

Mr Cross holds numerous qualifications and professional memberships in accounting, fraud control, business, and auditing and is a Fellow of the Institute of Chartered Accountants and a Certified Practicing Accountant.

4 meetings attended / 4 meetings total

Total annual remuneration $7,700 GST inclusive ($7,000 GST exclusive)

Mark McDonald

Mr McDonald is the National Manager, Analytics and Technology at the OTA, managing the reporting and analytics functions, and using data and analysis to inform OTA program delivery and continual clinical practice improvement across the DonateLife Network.

Mr McDonald has worked in the data and analytics field for more than 20 years, in roles including report and dashboard development and analytic modelling across finance, human resource and operational business areas.

3 meetings attended / 4 meetings total

Total annual remuneration $0

Internal audit arrangements

Our internal audit responsibilities are performed by PricewaterhouseCoopers (PwC), with oversight by the Audit Committee. PwC is committed to promoting and improving our corporate governance by conducting audits and investigations and by making recommendations through the endorsed 2020–21 Strategic Internal Audit Plan. The contract with PwC includes the provision of ad hoc advice to management on a range of issues.

Synergy Australia were engaged to conduct two targeted reviews in 2020–21. These reviews were an update of the OTA’s Accountable Authority Instructions (AAIs) to ensure they met the OTA’s requirements and align to the model AAIs. The second review was to document OTA specific procurement and grant procedures as a guide for all staff when undertaking this function. As part of this review, an all staff training session will be held in 2021–22.

The Audit Committee continues to monitor the implementation of internal audit report recommendations.

Fraud control

Fraud against the Commonwealth is a criminal offence. It reduces the funds available for delivering programs, can undermine the integrity of the public’s confidence in government, and can place public safety at risk. We understand that the Australian community rightly expects entities and officials to acknowledge and fulfil their responsibilities as stewards of public funds and we make every effort to protect public resources.

We take fraudulent and corrupt conduct seriously, with a zero-tolerance approach to such behaviour. We have taken all reasonable measures to prevent, detect and deal with fraud, as required by PGPA Rule 10, and we regularly evaluate the effectiveness of our fraud control strategies.

Our Fraud Control Plan identifies our approach to prevention, detection, reporting and investigation measures. It addresses the application of appropriate actions to remedy the harm from fraud, recovery of the proceeds of fraudulent activity, and annual mandatory fraud awareness training for all staff. It also addresses external scrutiny of – and accountability for – fraud control activities.

Our Fraud Control Plan complies with the Commonwealth Fraud Control Policy and aligns with Resource Management Guide No. 201, Preventing, detecting and dealing with fraud.

Letter from Dr Mal Washer regarding a compliance with fraud systems. I, Mal Washer, based on resolution of the Organ and Tissue Authority Board, certify that we are satisfied that for 2020–21, the Australian Organ and Tissue Donation and Transplantation Authority has prepared appropriate fraud risk assessments and a fraud control plan; appropriate fraud prevention, detection, investigation and reporting mechanisms in place that meet the specific needs of the Organ and Tissue Authority; taken all reasonable measures to appropriately deal with fraud relating to the Organ and Tissue Authority. Yours faithfully Dr Mal Washer, Chair OTA Board, 27 September 2021.

Risk management

The OTA’s Board as the Accountable Authority is responsible for risk oversight and management. Risk management plays an integral part in fulfilling the OTA’s purpose and achieving success. It enables us to meet our objectives, build and protect our reputation and foster strong and productive relationships with our partners, stakeholders and the community.

The OTA strives to have a positive risk culture and effective practice enables us to engage in evidence-based decision making, manage threats and seize opportunities. It supports a workplace culture that openly discusses risk regularly, explores new ideas, empowers its officers to act, learns from its mistakes and is collaborative and open minded.

The OTA’s Risk Management Framework meets the obligations under Section 16 of the Public Governance Performance and Accountability Act 2013 (PGPA Act), which requires that all Commonwealth entities establish and maintain an appropriate system of risk oversight, management and internal control for the entity. The Framework also complies with the Commonwealth Risk Management Policy and is consistent with AS ISO 31000:2018 – Risk management – principles and guidelines.

The OTA Board has defined our risk appetite and tolerance within our risk management policy. We have continual reporting and monitoring processes in place to ensure we are working within these levels, and that the defined levels continue to be appropriate. This process highlights where additional mitigation strategies and/or controls are required and where the level of acceptable risk may need to be reviewed.

Monitoring of risks involves comparing our risk exposure against our defined risk appetite and adjusting decision-making, resourcing or activities to better align the two.

Formal monitoring and reporting structures include:

+ quarterly reporting to our Board as the accountable authority on overall risk exposure and alignment with risk policy

+ quarterly risk reporting to the Audit Committee

+ reviewing project/program-specific risk assessment plans on a needs basis, with reporting to the Chief Operating Officer. More frequent reporting is completed when required – for example, in response to new or emerging risk areas, or significant changes in the risk environment.

We recognise that effective risk management is a critical component of sound corporate governance, particularly in relation to the delivery of outcomes, transparency and accountability to the portfolio Ministers and the Parliament.

External scrutiny

We are committed to transparency and accountability and we welcome external scrutiny.

During 2020–21 there were:

+ no judicial decisions, decisions of administrative tribunals, or decisions by the Australian Information Commissioner that have had, or may have, a significant impact on our operations

+ no reports on our operations by a parliamentary committee or the Commonwealth Ombudsman

+ no legal actions lodged against us.

Other scrutiny

We were not required to appear before the Senate Community Affairs Legislation Committee (Senate Estimates) in 2020–21.

We welcome feedback, research, insight and other forms of scrutiny from the general public and community organisations, as this plays an important role in guiding the donation and transplantation sector.