Review of Commonwealth Government Business Enterprises ...

Board Appointments and Removal
3.4 GBE Boards of directors are to comprise people 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, finance,
accounting, law, marketing, workplace relations and management) 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 Board Chairperson shall not also be an executive of the GBE, unless
otherwise agreed by the Shareholder Ministers.
(c) The appointment of departmental officers to GBE Boards will 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 conflicts of interest that might
arise.
3.5 The Board Chairperson shall head a Board Nomination and Remuneration
Committee, which shall, through the Board, provide Shareholder Ministers with a
list of suitable candidates for Board membership.
(a) Shareholder Ministers may elect to appoint a candidate not proposed by the
Committee.
(b) Shareholder Ministers shall consult with the Prime Minister and the Treasurer
on all Board appointments.
3.6 The Remuneration Tribunal determines the remuneration for the directors that is
compatible with their responsibilities, and having regard to, amongst other things,
rates paid by the private sector.
3.7 Board appointments should normally be for terms of three years. The Board
Nomination and Remuneration Committee is free to include retiring Directors in its
list of candidates.
3.8 Shareholder Ministers may, at their discretion, remove directors prior to the
completion of their term of appointment.
(a) In the event that a GBE is not performing satisfactorily, the Shareholder
Ministers will initiate prompt remedial action. Dismissal of the directors
would be considered, particularly in any case of failure to keep Ministers
adequately informed, and in situations of ongoing under-performance in
respect of financial or other aspects of the operations of the business.
3.9 The Board should consult the Shareholder Ministers about its preferred candidate
for the position of Chief Executive Officer (CEO) and provide sufficient time for
the Shareholder Ministers to respond prior to an appointment being made. The CEO
is directly accountable to the Board.