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Board
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.
Board members
As illustrated in Figure 10, 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.
| Members as at 30 June 2007 | ||
|---|---|---|
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Terry J EnrightChair (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 and a member of the Department of Education, Science and Training standing committee on National Research Priorities. |
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Peter F ReadingBScAg (Hons), FAICD Managing Director (Executive) Appointed:February 2004 |
Peter has been Managing Director of the GRDC since February 2004. He is a Director of the Export Grains Centre, Enterprise Grains Australia and GrainGene III. He is also the inaugural Chair of Pulse Breeding Australia. Peter was previously the Managing Director of the Grain Pool Pty Ltd. 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. In Australia he subsequently worked for Incitec, British Oxygen Group Asia and the Grain Pool in Western Australia. |
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Nicole BirrellM.Sc (LSE), FAICD, FFin Director (Non-executive) Appointed:1 October 2005 for three years Chair: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 of the Australian Practice Nurses Association Inc., Nicole is currently a Director and member of the Audit, Compliance and Risk Committee of SMS Management and Technology Ltd; a Director of and Chair of the Risk & Compliance Committee of Superpartners Pty Ltd; and a member of the Programs Advisory Committee for the School of Applied Economics at Victoria University, Melbourne. |
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Ross JohnsAdDipBusMgt, FAICD Deputy Chair (Non-executive) Reappointed:1 October 2005 for three years Member:Remuneration Committee and Finance, Risk and Audit Committee |
Ross lives and works in rural Victoria, and has been a grain grower 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. |
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Steve MarshallBSc(Hons1), M.AppSc, 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 (RDC) and a Director of the Australian Rural Leadership Foundation. |
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Don PlowmanBScAg, 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 RDC and the Dried Fruits R&D Council, and as a board member for numerous cooperative research centres (CRCs). His particular areas of expertise are in administration, R&D, the environment and ecology, natural resource management and technology transfer. |
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Timothy ReevesB.Sc(Hons) FTSE Director (Non-executive) Appointed:1 October 2005 for three years |
Timothy Reeves is a consultant specialising in national and international agricultural R&D. He has worked for 39 years in agricultural research, development and extension, mostly focused on sustainable agriculture. His recent roles include: Member, United Nations Millennium Project Task Force on Hunger; Chair, New South Wales 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. His professional career includes positions in the Department of Agriculture, Victoria; Foundation Professor of Sustainable Agricultural Production, Adelaide University; and Director General of the International Maize and Wheat Improvement Center (CIMMYT) based in Mexico. He is a former President of the Australian Society of Agronomy, and has received international and national honours. |
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Philip YoungBAgS, 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. |
Departing member |
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Russell PhillipsBEc, Grad.Dip.Comp, Grad.Dip.AppFin/Inv Government Director (Non‑executive) Appointed:31 August 2005 Position ceased:28 May 2007 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. |
Change of membership structure
Prior to June 2007, the GRDC Board was composed of nine directors, including the Government Director, Russell Phillips.
The position of Government Director was removed by changes made to the PIERD Act in 2006–07. The GRDC ceased to have a Government Director from 28 May 2007.
Selection Committee
The Selection Committee, a committee chosen by the Parliamentary Secretary to the Minister for Agriculture, Fisheries and Forestry on advice from the GCA, nominates between five and seven GRDC directors. Appointment of directors nominated through this mechanism is subject to ministerial approval.
The Parliamentary Secretary selects and appoints the Chair of the Board. The Managing Director is selected by the Board, and holds office at the corporation’s pleasure.
GRDC directors are appointed for three-year terms. No board appointments were made during 2006–07.
Board Secretary
Geoff Budd, GRDC General Counsel, is the 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.
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 9.
| Committee | Role | Membership |
|---|---|---|
Finance, Risk and Audit Committee |
Assist the Board in fulfilling its corporate governance responsibilities. 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 directors. |
Remuneration Committee |
Review and make recommendations to the Board on matters relating to the remuneration and performance of the 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. The latter meetings are combined with visits to the GRDC regions, so that the Board visits each region at least once every 12 months. During 2006-07 the Board visited Horsham (Southern Region), Narrabri and Moree (Northern Region) and Perth (Western Region).
Each director's attendance at Board and Board committee meetings during the year is set out in Table 10.
Members |
Board |
Finance, Risk and Audit Committee |
Remuneration Committee |
|||
| Meetings attended | Meetings held and eligible to attend | Meetings attended | Meetings held and eligible to attend | Meetings attended | Meetings held and eligible to attend | |
| Terry Enright | 7 | 7 | 2 | 2 | ||
| Nicole Birrell | 7 | 7 | 3 | 3 | ||
| Ross Johns | 7 | 7 | 3 | 3 | 2 | 2 |
| Steve Marshall | 6 | 7 | 2 | 2 | ||
| Timothy Reeves | 7 | 7 | ||||
| Russell Philips | 5 | 6 | 3 | 3 | ||
| Don Plowman | 7 | 7 | ||||
| Peter Reading | 7 | 7 | 3 | 3 | ||
| Philip Young | 7 | 7 | 3 | 3 | ||
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.
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 interests
Directors must comply with the CAC Act's requirements regarding material personal interests and with the GRDC's policy and procedures for conflict of interest. The Board reviews declarations of conflicts of interest at the start of each Board meeting and directors regularly update their conflict of interest declarations.
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.
Relationship with the Executive Management Team
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 and review
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.
In 2006, the Board engaged Blake Dawson Waldron to conduct a detailed review of the Board's performance, including by testing the Board's performance against the findings and recommendations of the reviews conducted by Blake Dawson Waldron in December 2004 and December 2005 (the earlier reviews are described in the 2003-04 and 2004-05 annual reports).
Blake Dawson Waldron provided its latest report in February 2007. The Board and management are addressing the findings and implementing the recommendations of the review.