2009-10 Annual Report - Australia Post

CorPorAte
governAnCe
General
australia post maintains a comprehensive system of corporate
governance practices designed to provide appropriate levels of
disclosure and accountability.
these practices derive principally from the provisions of the Australian
Postal Corporation (APC) Act 1989, the Commonwealth Authorities
and Companies (CAC) Act 1997 and the Governance Arrangements
for Commonwealth Government Business Enterprises (1997).
they are also guided by the asX Corporate Governance Council’s
Corporate Governance Principles and Recommendations.
a dedicated corporate governance section on the australia post
website (go to auspost.com.au) provides a detailed description
of the corporation’s governance framework and associated practices,
with links to key documents.
Shareholder ministers
as Minister for Broadband, Communications and the Digital economy,
senator the Hon. stephen Conroy has portfolio responsibility for
australia post. Under a dual shareholder model, overall responsibility
for the enterprise is exercised jointly with the Minister for finance
and Deregulation, the Hon. Lindsay tanner.
The board
the board of australia post comprises up to nine directors.
With the exception of the managing director and Ceo, all serve
in a non-executive capacity.
non-executive directors are appointed by the Governor-General on
the nomination of the portfolio minister. appointments can be for up
to five years, with reappointment permissible. in practice, terms
of appointment are generally for three years.
Before nominating a person for appointment, the minister is required
to consider the balance of expertise on the board and also to consult
with the chairman.
the managing director and Ceo is appointed by the board.
Board membership during 2009–10 was:
David Mortimer (Chairman)
Mark Birrell (Deputy Chairman – retired 28 february 2010)
Mark Darras (Deputy Chairman – appointed 15 June 2010)
ahmed fahour (Managing Director & Ceo – appointed 1 february 2010)
Graeme John (Managing Director – retired 31 January 2010)
peter Carne (appointed 14 December 2009)
Margaret Gibson
William Mansfield
ian Warner.
profiles of each director and details of their relevant skills,
experience and expertise are provided on pages 34–35.
30 AustrAliA Post AnnuAl rePort 2009–10 | RepoRt of opeRations
Role of the board
Under s23 of the apC act, the role of the board is:
• to decide the objectives, strategies and policies to be followed
by australia post
• to ensure that australia post performs its functions in a manner that
is proper, efficient and, as far as practicable, consistent with sound
commercial practice.
Directors set the corporation’s key objectives and strategies through
a rolling three-year corporate plan, which is submitted annually to
shareholder ministers. progress against the plan is reported quarterly.
Ministers and their departments are also kept informed on a regular
basis about developments of significance.
Board committees
two committees – the audit & Risk Committee and the Human Resources
Committee – assist the board in the discharge of its responsibilities.
Audit & risk Committee
Consisting entirely of non-executive directors, the audit & Risk Committee
provides a forum for regular communication between the board and
the corporation’s external and internal auditors. Membership during
2009–10 was:
Margaret Gibson (Chairman)
David Mortimer
ian Warner.
the committee charter, which is reviewed annually by the board, can
be accessed in the corporate governance section of the australia post
website (auspost.com.au).
the committee meets five times a year, focusing in particular on
the areas of financial reporting, risk management and internal controls.
among other things it reviews:
• the annual financial statements before their consideration and
adoption by the board
• the clarity and quality of the corporation’s financial policies,
practices and disclosures
• internal and external auditor plans, reports and performance
• significant existing and emerging risks and mitigation activities
• the adequacy and effectiveness of internal controls
• compliance with laws and regulations.
Committee meetings are attended by the external and internal auditors
as well as by the managing director and Ceo, chief finance officer and
group financial controller.
Before each meeting, the committee holds separate private session
discussions with the external auditors, the internal auditor and the chief
finance officer. similar discussions are held annually with both internal
legal counsel and group manager security.
all directors receive copies of committee papers and minutes,
and non-committee members have the right to attend meetings
as observers.
Meeting attendance details for 2009–10 are provided in the table
on page 33.