Review of Commonwealth Government Business Enterprises ...

2.6 The code of conduct may cover the following matters: being professional and apolitical;
customer service; work practices and performance; confict of interest; relationship with
suppliers; gifts and benefts; outside employment; appropriate use of assets and resources;
and confdentiality of information, including in electronic form.
Board Appointments and Performance
2.7 GBE boards are to comprise directors with an appropriate mix of skills, who are to be
appointed on the basis of their individual capacity to contribute to the board having
an appropriate balance of relevant skills (such as commerce, fnance, accounting, law,
marketing, workplace relations, management and other skills relevant to the GBE’s
operations) and contribute to the achievement of the GBE´s objectives.
a. Boards should draw on outside expertise where necessary to augment their own skills.
b. The Chair shall not also be an executive of the GBE, unless otherwise agreed by the
Shareholder Minister(s).
c. The appointment of departmental offcers to GBE boards may only be considered in
exceptional circumstances, having regard to their possession of the skills referred to
above, 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 interest of the GBE and those of the government.
2.8 The Chair shall head a board committee, which shall, provide the Shareholder Minister(s),
through the board 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.
b. The Chair shall write to the Shareholder Minister(s) at least three months prior to a
vacancy arising on the board or in the role of CEO.
• Through the Chair, the board should advise the Shareholder Minister(s) about its
preferred candidate for the position of CEO. The CEO is directly accountable to
the board.
• Following consultation with the Shareholder Minister(s), the board may provide,
through the Chair, a shortlist of candidates for board vacancies.
• Additional processes for identifying candidates such as public advertising or the
use of executive search processes may be undertaken by agreement with the
Shareholder Minister(s).
• Chairs may recommend the reappointment of an existing director where this is
sought by the director and where appropriate (i.e. based on evidence of good
performance, where the tenure falls within the requirements set out in legislation
applying to the GBE and where the term has not been excessive).
• All recommendations for appointment should have regard to government policy on
fostering a governance culture that embraces diversity in the composition of boards
with the objective of achieving the Government’s target of 40% of Government
board members to be women, 40% of board members to be men, and the
remaining 20% of positions to be held by either women or men, with this target to
be achieved by 2015.
Exposure Draft
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