Review of Commonwealth Government Business Enterprises ...

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2.3.8 The proportion of women on GBE boards is currently around 25% and compares
favourably to both the 9.2% female representation on ASX top 200 companies (2010) 11 and
international results. 12 The proposed amendments to the ASX Guidelines13 recommend
the development of measurable objectives for achieving gender diversity, and the CAMAC
report suggests that greater gender equity can be achieved by ensuring appointment
processes are more transparent, and by formalising processes for keeping board
composition under review in response to both performance and changing needs. In
keeping with the introduction of measurable objectives for achieving gender diversity,
the revised GBE Guidelines have incorporated the government’s policy in the updated
document, requiring GBEs to develop Board plans that incorporate strategies for achieving
the government’s policy with respect to a target of 40% representation by women on
government boards by 2015.
2.3.9 Where departmental offcers are appointed to GBE boards, they are expected to act in the
best interest of the GBE and not be there to represent the interests of the government,
which may be at variance with those of the GBE. It is envisaged that such appointments
would only occur in exceptional circumstances, such as for GBEs that are to be wound
down, and where it is not practical to appoint a director through the normal processes.
2.3.10 It should be noted that the fnal decision on appointment of directors remains with the
Shareholder Minister(s) and the Prime Minister, or at his/her discretion, the Cabinet, and it
is expected that any appointments made will be in line with agreed selection criteria.
Proposed change:
3.4c 2.7c The appointment of departmental offcers to GBE boards will may only be considered
in exceptional circumstances, having regard to their ability to represent the interests
of the Government, their possession of the business skills referred to above, and to
any potential conficts of interest that might arise. , and the particular circumstances
of the GBE (such as GBEs in winding-down mode). In such cases, the appointed
departmental offcers are expected to act in the best interests of the GBE when there
is a divergence between the interests of the GBE and those of the Government.
Board Appointment and Performance
3.5 2.8 The Board Chairperson Chair shall head a board Board Nomination and Remuneration
committee, which shall, provide the Shareholder Minister(s), through the board, with
a list of suitable candidates for Board membership with recommendations on board
composition and membership.
a. The Chair shall, following consultation with the Shareholder Minister(s), develop a board
plan which includes:
• The medium term aims in relation to board composition, taking into account the
strategic objectives of the GBE;
• A forecast of likely board vacancies; and
• An assessment of the skill requirements for the board in the context of the strategic
requirements of the GBE.
Exposure Draft
11 Australian Government, Equal Opportunity for Women in the Workplace Agency, 2010 Census Key Findings Report;
http://www.eowa.gov.au/Information_Centres/Resource_Centre/Statistics/GenderWorkplaceStats_3_11-Onlineversion.pdf
12 CAMAC report, page 55, http://www.camac.gov.au/camac/camac.nsf/byHeadline/PDFFinal+Reports+2009/$fle/Board_Diversity_B5.pdf
13 Proposed amendments to the ASC Corporate Governance Council Corporate Governance Principles and Recommendations’ 22 April 2010
(Exposure draft) http://www.asx.com.au/governance/corporate-governance.htm