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Corporate Governance

Goals and Strategic Intent

The stated goals of the RANCCB in FY19/20 are:

a. Ensure a safe working environment;

b. Ensure strong governance of Navy Canteens;

c. Deliver and grow valued benefits to the Navy family;

d. Grow profitability through sustainable businesses; and

e. Foster strong collaborative relationships.

Functions and Powers

Under regulation 8 of Navy (Canteen) Regulation 2016 the Board has the following functions:

a. receive contributions of money to the Navy Fund from canteens trading;

b. to accept gifts and donations of money or other property for the purposes of the Navy Fund;

c. to make grants of money from the Navy Fund to the Navy Relief Trust Fund for the purposes of that Fund;

d. to make grants and loans of money and property from the Navy Fund to persons conducting canteens, clubs, cinemas or other institutions or facilities for the welfare or entertainment of members of the Navy;

e. to purchase, lease, hire or otherwise acquire property for the purpose of providing services, entertainment, recreation or other amenities for members of the Navy;

f. to dispose of any property acquired by, or vested in, the Board;

g. to enter into a contract under which the Board, in consideration of a person rendering assistance in connection with the erection of a building to provide services specified in the contract for members of the Navy, accepts the liability to pay a sum of money to that person if the building ceases to be used to provide those services;

h. to enter into contracts for, or in relation to, the purchase or supply of goods to be sold in canteens or clubs (whether as agent for, or otherwise on behalf of, persons conducting canteens or clubs or for the purpose of resale to those persons);

i. to sell to persons conducting canteens or clubs goods purchased by the Board for the purpose of resale;

j. to do such other things as are incidental to the purposes of the Navy Fund.

The Board has power to do all things necessary or convenient to be done for and in connection with performing its functions.

The Board may make recommendations to the Chief of the Defence Force about:

a. opening, conducting and closing canteens; and

b. contributions of money to the Navy Fund from canteens trading; and

c. authorising persons to open, conduct and close clubs, cinemas and other institutions and facilities for the welfare or entertainment of members of the Navy; and

d. matters incidental to those referred to in the paragraphs set out above.

Charter

The RANCCB is committed to continuous improvement of its corporate governance.

The Board applies relevant governance principles in a manner that is best suited to the business and to best address the accountability of Directors and stakeholders of the organisation. This intent is supported by an organisational commitment to risk management assessments, legislative compliance, superior standards of service and required financial and ethical behaviour.

A description of the Board’s main governance structure is outlined below:

a. The Charter of the Board is supported by the Navy (Canteen) Regulation 2016.

b. The Minister delegates to the Chief of the Defence Force who in turn delegates to Chief of Navy.

c. The Chief of Navy appoints a Chairman and six other Navy members (as Directors).

d. A CEO is appointed by the Board.

The Board operates its committees and meets its board responsibilities, obligations and requirements according with its Governance Charter.

Risk, Compliance and Audit Committee

At 30 June 2020 the independent Chairman of the Committee was Captain Cassandra Ryan, RAN. The CEO and CFO attended meetings at the discretion and invitation of the committee.

This committee is a standing committee and members operate under a charter. The main responsibilities of the Committee are to:

a. review the monthly and annual financial statements prior to their consideration by the Board;

b. assess any proposed changes in accounting practices or policies (by February each year), prior to their consideration by the Board;

c. review jointly with management, the external auditors and, if necessary, legal counsel, any litigation, claim or other contingency, including tax assessments, which could have a material effect upon the financial position or operating results of the RANCCB. The Committee will also review the manner in which these matters have been disclosed in the financial statement;

d. consider any other matter, which affects its recommendation to the Board concerning the adoption of the financial statements;

e. monitor the standard of corporate conduct in transactions with related parties;

f. monitor the adequacy of financial information provided to the Board;

g. ensure a summary of the Committee’s responsibilities and the action it has taken to fulfil those responsibilities is included in the RANCCB’s Annual Report;

h. ensure the RANCCB Risk Register is reviewed at each Committee meeting and is further reviewed by the Board on a regular basis; and

i. ensure the Board and the Committee review and update the Work Health and Safety Policy annually and monitor the near miss and incident reports and associated documents at every Board meeting.

Remuneration Committee

The remuneration of the CEO is determined by the Board on the recommendation of the Remuneration Committee, which at 30 June 2020 was chaired by Commodore Simon Ottaviano, RAN.

The key functions of the committee are to:

a. oversee CEO and executive staff remuneration; and

b. provide a forum for the CEO to raise issues of concern regarding compliance with employment legislation or issues of employee management.

Grants Committee

The Chairperson of the Committee at 30 June 2020 was WO William Nicol. The Board Secretariat attends the meetings at the discretion and invitation of the Committee to address questions of the Committee.

The main responsibilities of the Committee are to ensure:

a. the grants and provisions for grants are approved and executed according to the grant and sponsorship rules of the Board; and

b. that the Board is operating within the approved budget.

Chief of Navy Directive

In February 2020 the Chief of Navy issued an updated Directive to the Chairperson of the RANCCB. The Directive sets out the Chairperson’s general and specific responsibilities to the Chief of Navy in the role of Chairperson of the RANCCB, trading as Navy Canteens. The Directive also sets out the Chief of Navy’s expectations for the Chairperson to comply with relevant legislative and financial requirements, particularly those laid out in the PGPA Act 2013 as they apply to Navy Canteens and for which the Chief of Navy has certain responsibilities. The Directive also sets out the basis on which the Chief of Navy will assess the performance of the Chairperson of the RANCCB. A full copy of the Directive can be viewed at the Navy Canteens website www.navycanteens.com.au.