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Board
On this page:
- Directors as at 30 June 2006
- Directors retiring in 2005-06
- Selection
- Roles, responsibilities and code of conduct
- Committees
- Meetings
- Independent professional advice
- Induction and training
- Disclosure of direct and indirect pecuniary interests
- Board Secretary
- Relationship with the Executive Management Team
- Performance monitoring
The GRDC Board is responsible for the stewardship of the corporation, and oversees corporate governance within the GRDC. Its other functions include setting strategic direction, and monitoring the ongoing performance of the business and of the Managing Director.
The Board has combined expertise in business management; corporate governance; commodity production; processing and marketing; finance; risk management; management and conservation of natural resources and the environment; R&D administration; science, technology and technology transfer; intellectual property management; and sociology.
Directors as at 30 June 2006
Terry J Enright
Chair (Non-executive)
Reappointed: 3 August 2004, commencing 1 October 2004, for three years
Member: Remuneration Committee
Terry runs a grain and livestock business at Mt Barker in Western Australia.
He is a member and former grains councillor of the Western Australian Farmers Federation. He was Deputy Chair of the GRDC from 1999 to 2002 and, prior to that, Chair of the GRDC Western Regional Panel for three years. He has over 15 years experience in directing research investment within the grains industry.
From 1993 to 2003 Terry was Chair of the Albany Port Authority in Western Australia. He is currently an independent board member of Agricultural Research Western Australia. He is also Chair of the Council of Rural R&D Corporation Chairs, a member of the Department of Education, Science and Training standing committee on National Research Priorities, and a member of the Research Quality Framework development advisory committee.
Peter F Reading
BScAg (Hons), FAICD
Managing Director (Executive)
Appointed: February 2004
Peter has been Managing Director of the GRDC since February 2004. He is currently also a Director of the Export Grains Centre, Enterprise Grains Australia and GrainGene III.
Peter was previously the Managing Director of the Grain Pool Pty Ltd. In 2003 he presided over the merger of the Grain Pool Western Australia with Cooperative Bulk Handlers.
Peter graduated from the University of Sydney with an honours degree in agricultural science. He commenced postgraduate studies in agronomy before leaving university to work for American Cyanamid in Australia, Asia and the United States; Incitec in Australia; and British Oxygen Group Asia and the Grain Pool in Western Australia.
Nicole Birrell
MSc(London School of Economics), FAICD, F Fin
Director (Non-executive)
Appointed: 1 October 2005 for three years
Member: Finance, Risk and Audit Committee
Nicole runs a risk management consulting business, and a mixed farming enterprise at Corowa, New South Wales. Nicole has more than 27 years experience in corporate and investment banking, most recently as Head of Operational Risk and Compliance for the ANZ's Institutional Financial Services division.
Previously a Director of AusBulk Ltd and the Chair of AusMalt Pty Ltd, Nicole is currently a Director of SMS Management and Technology Ltd, and member of the Audit, Compliance and Risk Committee; a Director of the Australian Practice Nurses Association Inc., and Chair of the Audit and Risk Management Committee; and a member of the Programs Advisory Committee for the School of Applied Economics at Victoria University, Melbourne.
Ross Johns
AdDipBusMgt, FAICD
Deputy Chair (Non-executive)
Reappointed: 1 October 2005 for three years
Chair: Finance, Risk and Audit Committee
Member: Remuneration Committee
Ross lives and works in rural Victoria, and has been a graingrower for many years. He is an active member of the Victorian Farmers Federation and a Director of ABB Grain Ltd.
He takes a keen interest in regional affairs, and has participated in many overseas marketing missions. He brings to the GRDC experience in grain production and marketing, business management, sociology, technology transfer and natural resource management.
Steve Marshall
BSc(Hons1), MAppSc, FAIFST
Director (Non-executive)
Appointed: 1 October 2005 for three years
Member: Remuneration Committee
Steve has a background in food science and technology management. He was Managing Director of Goodman Fielder Ingredients Ltd from 1993 to 1998 and Technology Director of Goodman Fielder Ltd from 1999 to 2001.
He is currently Deputy Chair of the Rural Industries R&D Corporation and a Director of the Australian Rural Leadership Foundation.
Don Plowman
BScAg, MScAg, PhD
Director (Non-executive)
Reappointed: 1 October 2005 for three years
Don is the Executive Director Agriculture and Wine at the South Australian Department of Primary Industries and Resources.
He has more than 25 years experience in managing research, including as a director with the Horticultural R&D Corporation and the Dried Fruits R&D Council, and as a board member for numerous cooperative research centres.
His particular areas of expertise are in administration, R&D, the environment and ecology, natural resource management and technology transfer.
Russell Phillips
BEc, GradDipComp, GradDipAppFin/Inv
Government Director (Non-executive)
Appointed: 31 August 2005 for three years
Member: Finance, Risk and Audit Committee
Russell is the General Manager for Wheat, Sugar and Crops in the Australian Government Department of Agriculture, Fisheries and Forestry. His team is responsible for providing policy advice and implementing a number of programs that contribute to the global competitiveness of Australia's food and agriculture industries.
He has 25 years experience in public policy and administration covering agriculture, transport and competition issues in a range of Australian Government departments and international agencies.
Timothy Reeves
BSc(Hons), MAgrSc, FTSE
Director (Non-executive)
Appointed: 1 October 2005 for three years
Timothy Reeves has worked for 39 years in agricultural research, development and extension, mostly focused on sustainable agriculture in Australia and overseas. His professional career includes positions in the Department of Agriculture, Victoria; Foundation Professor of Sustainable Agricultural Production, Adelaide University (1992-95) and Director General of the International Maize and Wheat Improvement Center (CIMMYT) based in Mexico (1995-2002).
Recent roles include: Member, United Nations Millennium Project Task Force on Hunger; Chair, NSW Agricultural Advisory Council on Gene Technology; Member, European Commission Expert Group for Evaluation of Framework Projects; Chair, Academic Advisory Board on International Community and Development Studies, Deakin University; and Professorial Fellow, Melbourne University. He is a former President of the Australian Society of Agronomy.
Timothy has received several international and national honours and is currently a consultant specialising in national and international agricultural research and development.
Philip Young
BAgSc, MEcon
Director (Non-executive)
Appointed: 1 October 2005 for three years
Member: Finance, Risk and Audit Committee
Philip has been an international agricultural and agribusiness consultant for the past 25 years, with a focus on China.
He owns a share-farmed intensive grain production property at Munglinup on the south coast of Western Australia.
He was the inaugural Chair of Australian Grain Technologies Pty Ltd from 2003 to 2005, and was appointed to the Interim Board of Single Vision Grains Australia in 2005.
Directors retiring in 2005-06
Roland Pittar
BScAg (Hons)
Government Director (Non-executive)
Resigned: 30 August 2005
Member: Finance, Risk and Audit Committee
During his term on the GRDC Board, Roland Pittar was the General Manager of the Crops, Wine and Horticulture Branch within the Australian Government Department of Agriculture, Fisheries and Forestry (DAFF). His team was responsible for providing policy advice and implementing a number of programs which, by enabling business to perform better and respond to market signals along the value chain, contribute to the global competitiveness of Australia's agriculture and food industries.
Roland has held a range of policy positions with the Australian Government, which have focused on agriculture, minerals and science policy. He has also worked for a state agriculture department. Since September 2005 Roland has been the DAFF Minister-Counsellor, Agriculture to the Organisation for Economic Co-operation and Development in Paris.
Tony Fischer
BScAg, PhD, FAIAST, FTSE
Director (Non-executive)
Resigned: 30 September 2005
Member: Remuneration Committee
Tony Fischer works part-time at the Australian Centre for International Agricultural Research (ACIAR) in Canberra as an adviser. This involves overseeing ACIAR activities and projects in South Asia. Previously, Tony managed an ACIAR research program, covering crops as well as land and water projects, involving many developing countries. He has been active in research in these fields for over 30 years, at the New South Wales Department of Agriculture, CSIRO, and the International Maize and Wheat Improvement Center (CIMMYT) in Mexico.
From 1988 to 1995 he was director of the Wheat Program at CIMMYT. He has travelled widely in the developing world. He also retains a close interest in a mixed farming property at Boree Creek in southern New South Wales.
Christine Hawkins
BCom (Hons), MCom, CPA, FAICD
Deputy Chair (Non-executive) to 30 September 2005
Retired: 30 September 2005
Chair: Finance, Risk and Audit Committee
Member: Executive Committee and Remuneration Committee
Christine Hawkins is a corporate adviser and company director. She specialises in high-level strategic organisational planning and development and has a particular interest in the agribusiness sector.
Christine has been involved in recent years in business start-ups, the commercialisation of new products and technologies, and the development of supply chain management and marketing structures in agribusiness.
She has qualifications in economics, accounting, finance and taxation law. She is Chair of the Advisory Committee of Go Grains and a member of the National Rural Advisory Council.
Rachel Lucas
BSc (Hons), PhD, FAICD, AIMM
Retired: 30 September 2005
Member: Finance and Audit Committee
Whilst a GRDC Director, Rachel Lucas was Director of Science and Innovation with the Department of Further Education, Employment, Science and Technology in South Australia. She was a non-executive director of Playford Capital and chaired South Australia's Sustainable Energy Research Advisory Committee. In November 2006 she will join Heidrick & Struggles as Principal, working in the life sciences sector. Rachel's background encompasses molecular biology, banking, venture capital, business development and management, strategy development and implementation, R&D administration, technology transfer and intellectual property management. She has many years experience with the food industry through previous involvement with several cooperative research centres. She has brought commercial R&D to market and has extensive experience in negotiating and implementing commercial agreements.
Selection
The Selection Committee, a committee chosen by the Parliamentary Secretary to the Minister for Agriculture, Fisheries and Forestry, on advice from the GCA, nominates six of the nine GRDC directors. Appointment of directors nominated through this mechanism is subject to ministerial approval.
The Chair and the Government Director are selected and appointed by the parliamentary secretary. The Board appoints the Managing Director. With the exception of the Managing Director and the Government Director, GRDC directors are appointed for three-year terms. The Managing Director holds office at the corporation's pleasure.
On 1 October 2005 a new GRDC Board was appointed, for a three-year period. The Board's nine directors include four new members: Nicole Birrell, Steve Marshall, Tim Reeves and Philip Young. They joined the continuing Chair, Terry Enright, and continuing members Ross Johns and Don Plowman.
Russell Phillips became the new Government Director on 31 August 2005, succeeding Roland Pittar.
On 30 July 2006 the Selection Committee's Presiding Member delivered a copy of his annual report to the Hon. Sussan Ley, MP. A copy of this report is at Appendix 6.
Roles, responsibilities and code of conduct
The roles and responsibilities of members of the Board, and their code of conduct, are documented in the GRDC Operating Manual. To request a copy of the manual, telephone the GRDC on 02 6272 5525, or send an email to grdc@grdc.com.au.
In October 2005 the Board conducted a detailed review of the roles and responsibilities of the Board and its committees. The Board also strengthened the code of conduct, particularly in relation to conflict of interest.
As a result of the review, the Board decided it was no longer necessary to have an Executive Committee to manage the Board's business between meetings.
The Finance and Audit Committee was also renamed the Finance, Risk and Audit Committee, to reflect its greater focus on risk management.
Committees
The Board receives formal reports from its committees, and any decisions the Board makes in relation to the reports are recorded in the minutes of the subsequent board meeting. Terms of reference are in place for each of the committees described in Table 8.
| Committee | Role | Membership |
|---|---|---|
| Finance, Risk and Audit Committee | Assist the Board in fulfilling its corporate governanceresponsibilities.Review the corporation's financial reporting process,internal control system, risk management strategy and processes, internal and external audits, and process for monitoring compliance with laws and regulations and the Board's code of conduct.Review the corporation's financial statements. | At least three non-executive directorsof the Board. |
| Remuneration Committee | Review and make recommendations to the Board onmatters relating to the remuneration and performance ofthe Managing Director.Review advice from the Managing Director on remuneration and performance policy for the corporation. | The Chair, the Deputy Chair and one other director. |
Meetings
The GRDC Board holds seven meetings every 12 months: four full quarterly meetings and three other meetings. Each of the latter meetings is combined with a visit to each one of the GRDC regions at least once every 12 months.
Each director's attendance at Board and Board committee meetings during the year is set out in Table 9.
| Members | Board | Finance, Risk andAudit Committee | RemunerationCommittee | |||
|---|---|---|---|---|---|---|
| Meetings attended | Meetings held and eligible to attend | Meeting attended | Meetings held and eligible to attend | Meeting attended | Meetings held and eligible to attend | |
| Terry Enright | 7 | 7 | 4 | 4 | ||
| Nicole Birrella | 5 | 5 | 3 | 3 | ||
| Tony Fischerb | 2 | 2 | 0 | 1 | ||
| Christine Hawkinsb | 2 | 2 | 1 | 1 | 1 | 1 |
| Ross Johns | 7 | 7 | 4 | 4 | 3 | 3 |
| Rachel Lucasb | 2 | 2 | 1 | 1 | ||
| Steve Marshalla | 5 | 5 | 3 | 3 | ||
| Russell Phillipsc | 5 | 6 | 2 | 3 | ||
| Roland Pittard | 1 | 1 | 1 | 1 | ||
| Don Plowman | 7 | 7 | ||||
| Peter Reading | 7 | 7 | ||||
| Tim Reevesa | 5 | 5 | ||||
| Philip Younga | 4 | 5 | 2 | 1 | ||
| a Appointed 1 October 2005. b Terms completed 30 September 2005. c Appointed 31 August 2005. d Resigned 30 July 2005. |
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Independent professional advice
With the Chair's approval, directors may obtain independent professional advice, at the GRDC's expense, on matters arising in the course of their board and committee duties.
Induction and training
New Board members go through a formal induction process, and there is a process of continuous education for all directors.
Disclosure of direct and indirect pecuniary interests
In accordance with section 84 of the PIERD Act, the Managing Director must disclose all direct or indirect pecuniary interests that he or she has or acquires in any business or in any body corporate carrying on any business.
Directors must also comply with the CAC Act's requirements regarding material personal interests and with the GRDC's policy and procedures for conflict of interest, which require declarations of conflicts of interest at the start of each board meeting, and regular updates of records of conflict of interest declarations.
Board Secretary
The role of the Board Secretary is to:
- ensure the correct recording of board minutes, resolutions and action plans
- help ensure that action plans are closed out within agreed time frames
- prepare board agendas
- collate and distribute board papers and other related documents.
Geoff Budd, GRDC General Counsel, is the Board Secretary.
Relationship with the Executive Management Team
GRDC National Panel touring CBH grain terminal based at in WA. Left to right: Katie Cole, Grain Pool Regional Manager the Albany Zone; GRDC National Panel Members Peter Reading, Vince Logan, Gavin Whiteley Ian Buss; and Greg Thornton, CBH Albany Terminal Manager. Photo: Vic Dobos
The Executive Management Team (EMT) has seven members: the Managing Director, and the executive managers from each of the six management groups (the four output groups and two enabling functions. The management structure is shown in Figure 7 in Part 1.
The EMT has an advice and implementation role in relation to the Board. The team investigates and recommends matters for the Board to consider. It also implements Board decisions in accordance with approved policies and procedures, including an approval authority schedule that sets out the necessary delegations.
To ensure that the GRDC's operations are monitored and managed efficiently and effectively, the EMT meets regularly, and maintains and updates an annual business schedule.
Performance monitoring
At the start of each year the Board sets its annual key performance objectives. At each meeting the Board uses a checklist to review performance against those objectives.
The Board engaged Blake Dawson Waldron to conduct reviews of the Board's performance in late 2004 and 2005. Because the Board changed substantially in October 2005, no performance review was conducted in 2005. An external review of board performance is planned for late 2006.