Go to top of page

Corporate Governance

INTRODUCTION

Outback Stores is a wholly owned Commonwealth company within the Prime Minister and Cabinet portfolio. Within the portfolio, the National Indigenous Australian Agency (NIAA) coordinates the Indigenous portfolio agencies, including Outback Stores, on reporting and other requirements, and advance a whole-of-government approach to improving the lives of Aboriginal and Torres Strait Islander Peoples.

The Minister responsible for the 2019-20 reporting period was the Hon Ken Wyatt AM MP, Minister for Indigenous Australians. Outback Stores was required to fulfil the requirements of the Corporations Act 2001 and Public Governance, Performance and Accountability Act 2013 (PGPA Act) for the full financial year.

CORPORATE GOVERNANCE STATEMENT

Unless otherwise disclosed below, the company has followed the best practice guide on corporate governance principles, as published by the Australian National Audit Office, for the entire financial year ended 30th June 2020.

BOARD COMPOSITION

The skills, experience and expertise relevant to the position of each director who is in office at the date of the Annual Report and their term of office are detailed in the Directors’ Report

Outback Stores directors are appointed by the Minister for Indigenous Australians. All directors are non-executive.

ETHICAL STANDARDS

The board acknowledges and emphasises the importance of directors and employees maintaining the highest standard of corporate governance practice and ethical conduct.

BOARD DEVELOPMENT AND REVIEW

New board members undertake a formal induction into their role, including a meeting with the Chair and other Directors. They are given an induction pack that includes the Board Governance Charter. Directors are required to pursue their own development and continuously update their knowledge to attain and maintain the levels of competence demanded of them. Directors are expected to undertake ongoing professional development that is relevant, required and commensurate with Outback Stores’ requirements.

REMUNERATION

Outback Stores directors are entitled to remuneration and allowances in accordance with Remuneration Tribunal determinations. Details of directors’ remuneration and interests are set out in the financial statements.

KEY MANAGEMENT PERSONNEL (KMP) REMUNERATION INFORMATION

Public Governance, Performance and Accountability Amendment (Reporting Executive Remuneration) Rules 2019, Schedule 3—Information about executive remuneration.

Remuneration Policy

It is a requirement to agree any remuneration package and wage contract of senior management with the Chairperson. Board approval is required to change the remuneration package of the Chief Executive Officer.

Key factors in determining executive remuneration are the specific skills required to perform the role and the contribution to the company’s outcomes. Remuneration components are fixed.

Non-executive remuneration is in accordance with the applicable Part Time Office Bearer determination from the Remuneration Tribunal.

Information about remuneration for key management personnel

For the purposes of subsections 17CA(3) and 28EA(3), information about remuneration for key management personnel is below.

Short-term benefits

Post-employment benefits

Other long-term benefits

Termination benefits

Total remuneration

Name

Position title

Base salary

Bonuses

Other benefits and allowances

Superannuation contributions

Long service leave

Other long-term benefits

Mr. M. Borg

CEO

$309,692

-

$1,440

$26,839

$5,453

-

-

$343,424

Mr J. Rathore

CFO

$240,459

-

$945

$20,837

$8,656

-

-

$270,897

Mr. E. Ralph

COO

$229,109

-

$1,080

$19,856

$3,956

-

-

$254,001

Mr. R. Mead

Group Merchandise & IT Manager

$205,928

-

$90

$17,846

$3,059

-

-

$226,923

Dr. S Gordon

Chairperson (non-executive)

$77,785

-

$495

$7,390

-

-

$85,670

Mr. G. Cook

Director (non-executive)

$38,810

-

-

$3,687

-

-

$42,497

Ms. S. Cleveland

Director (non-executive)

$38,810

-

-

$3,687

-

-

$42,497

Mr. S. Bate

Director (non-executive)

$38,810

-

-

$3,687

-

-

$42,497

Ms. S . Eades

Director (non-executive)

$38,810

-

-

$3,687

-

-

$42,497

Ms. B. Price

Director (non-executive)

$38,810

-

-$1,655

$3,687

-

-

$42,497

Ms. J. Brimblecombe

Director (non-executive)

$18,650

-

-

$3,687

-

-

$18,650

Mr. D. Bouchier

Director (non-executive)

$38,810

-

-

$3,687

-

-

$42,497

Mr. D. Evans

Director (non-executive)

$38,810

-

-

$3,687

-

-

$42,497

Total

$1,353,292

-

$2,395

$118,576

$21,125

-

-

$1,495,388

INDEMNITY AND INSURANCE

Outback Stores indemnifies current and former directors and staff members against any liability or costs incurred in connection with any claim brought against them as a result of, or in connection with, their appointment to any office or position in Outback Stores or a related entity. Outback Stores holds directors’ and officers’ liability insurance coverage through Comcover, the Australian Government’s self-managed fund. As part of its annual insurance renewal process, Outback Stores reviewed its insurance coverage in 2019-20 financial year to ensure it remained appropriate for its operations. The cost of directors’ and officers’ indemnity insurance for 2019-20 financial year was $31,498.34.

MEETINGS HELD DURING THE YEAR AND ATTENDANCE

The Board of Directors meet quarterly or as required, this includes any emergency meetings that may be necessary. Further details on director’s meetings can be found in the Directors’ Report

PERFORMANCE EVALUATION

The performance evaluation of the Board of Directors is conducted yearly. The Chairperson discusses with relevant parties whether they feel the board are performing well and if any feedback is required. The Chairperson then discusses the outcomes at the next board meeting to identify appropriate action to remedy any identified shortcomings, to continue to perform effectively.

AUDIT AND RISK COMMITTEE:

The Audit and Risk Committee was established in 2007 and meets quarterly or as required. The Company is required to have an Audit Committee under section 45 of PGPA Act.

The committee charter is to consider any matter relating to the financial reporting, internal control structure (Including director reimbursement), internal risk management systems and external audit function of Outback Stores and any of its controlled entities.

The functions of the committee include:

  1. Helping the Company and its Directors to comply with obligations under the Public Governance, Performance and Accountability Act 2013 and the Corporations Act 2001 and
  2. Providing a forum for communication between the directors, the senior management, and the external auditors of the Company.

The performance evaluation of the committee is conducted yearly and follows the same process as the board evaluation.

Committee members for the reporting period:

David Evans
21/8/2019 - 20/11/2019 (Guest) and 20/11/2019 - 30/6/2020 (Chair)

Sophie Cleveland
21/08/19 - 30/08/19 (Chair) and 20/11/2019 - 30/6/2020

Stephen Bate
1/7/2019 - 30/8/2019 and 20/11/2019 - 30/6/2020

Graham Cook AAM
19/09/2019 - 20/11/2019 (Chair)

Daniel Bourchier
19/09/2019 - 20/11/2019

Information detailing the qualifications, knowledge, skills or experience of the committee members can be found in the Directors’ Report

There was no remuneration provided to the audit and risk committee for service during the reporting period.

Further details of the Audit and Risk Committee Charter can be found here.

SOCIAL OUTCOMES COMMITTEE:

The board established the Social Outcomes Committee in 2013 and meetings are held quarterly or as required. Its Charter is to consider any matter relating to social outcomes in individual Indigenous communities; including nutrition, employment, community engagement and economic development.

The functions of the committee include:

  • Developing strategies with management on;
  1. Health and nutrition
  2. Indigenous employment
  3. Community engagement and
  4. Economic development in communities
  • Monitor and review progress against approved strategies.
  • Review and approve formal working partnerships with other agencies in nutrition, Indigenous employment, community engagement and economic development.

STORE ASSESSMENT COMMITTEE:

The Store Assessment Committee, continued with the responsibilities delegated last financial year. The board established the Store Assessment Committee in 2007 and meetings are held monthly or as required. Its Charter is to consider any matter relating to store management in individual Indigenous communities; including strategy, agreements, termination, expenditure, capital loans and underpinning.

The functions of the committee include:

  • Consider management proposals for store acquisitions under management agreements, leases or purchases.
  • Consider management proposals to discontinue management services.c.To authorise requested operational underpinning by management for unviable stores.
  • To authorise requested capital underpinning by management for unviable stores.
  • To authorise commercial loans to stores under company management.
  • To ensure robust procedures are implemented and followed for the use of public funds to support remote stores under company management.

MEETING ATTENDANCE:

Further details on committee meeting attendance can be found in the Directors’ Report.