CQUniversity Annual Report - Central Queensland University

CQUniversity ANNUAL REPORT 2012
57
GOVERNANCE
The CMS governance structure is modeled on the corporate
governance guidelines for a government-owned corporation (GOC).
The CMS Constitution sets out the fundamental and entrenched
rules governing the conduct of the Company including those matters
requiring the prior approval of the Shareholder.
CMS is governed by a Board of Directors who approve the strategic
direction and operations of the Company in accordance with sound
corporate governance protocols. The CMS Board Charter sets out the
overarching function, purpose, duties and responsibilities of the CMS
Board of Directors to facilitate Board and management accountability
for CMS’s performance and strategic direction. The CMS Board Charter
defines the primary responsibility of the CMS Board of Directors to be
to govern and manage the business of CMS and ensure the profi table
operation of CMS on a sustainable basis.
BOARD OF DIRECTORS
The size and composition of the Board is determined by the
Shareholder having regard to the skills and expertise required to
advance the interests of the Company.
Currently, the CMS Board consists of five Directors, two of whom
are independent. All Directors serve a three-year term and the three
Directors who are CQUniversity Council members only remain a member
of the CMS Board whilst still a Council Member. All Directors have
extensive experience within the Australian higher education sector.
The CMS Board of Directors comprises:
CHAIR
Professor Scott Bowman, TDCR, DCR, HDCR CollRadiog, FAETC
City&Guilds, MArts GuildHall, MBusAdmin USC, PhD OpenUK, FAIM
BOARD MEMBERS
Emeritus Professor Anthony Blake AM, MSc, BEd Melbourne, PhD
Purdue, Hon DUniv UTS
Mr Rennie Fritschy, BEng(Chem) Sydney, BEc WAust, FIEAust, FAICD
Ms Lindy Hyam, DipTeach Sydney, BEd Sydney, MBA UTS, FAICD
Mr Charles Ware, BA, LLB(Hons) Qld, MBus(PubMgt), LLM, QUT, FAICD
ALTERNATE DIRECTOR
Mr Alastair Dawson, BA DDIAE, MBA CQU, MAICD, FAIM
COMMITTEES OF THE CMS BOARD
The CMS Board has established two Committees which
each have Charters outlining their objectives, roles and
responsibilities. Committee Members comprise the full Board
of Directors.
AUDIT RISK AND LEGAL COMPLIANCE
COMMITTEE
CHAIR
Ms Lindy Hyam, DipTeach Sydney, BEd Sydney, MBA UTS,
FAICD
Its role is to monitor, investigate and make recommendations
to the CMS Board of Directors with respect to fi nancial and
external reporting, related party transactions, external and
internal audit, risk management and quality assurance, ethics
and compliance.
HUMAN RESOURCES COMMITTEE
CHAIR
Mr Rennie Fritschy, BEng(Chem) Sydney, BEc WAust, FIEAust, FAICD
Its role is to monitor, investigate and make recommendations to the
CMS Board of Directors with respect to employee and industrial
relations matters, remuneration and incentive policies and practices,
workforce planning and human resources policies and practices
including occupational health and safety, equal opportunity and
discrimination.
The CMS Board and each of its Committees conduct annual
performance evaluations as well as assessment of the CMS Chairman,
individual Directors (self-assessment and peer-assessment), the
Chief Executive Offi cer, the Chief Financial Offi cer and the Company
Secretary. The CMS Board and Committee Charters are also reviewed
annually to ensure best practice and are updated throughout the year
as required.
MEETINGS
The CMS Board of Directors meet a minimum of six times per annum.
In 2012, the CMS Board met nine times. The Committees of the CMS
Board are required to meet a minimum of four times per year. In 2012,
the Audit, Risk and Legal Compliance Committee and the Human
Resources Committee each met fi ve times.
OUR CORPORATE GOVERNANCE
COMPANY SECRETARY
Ms Debra Witalik, LLB QUT, CSA (Cert)
All Directors, excluding the Chairman, are Non-Executive Directors and
are paid an annual director’s fee.
SENIOR MANAGEMENT
Early 2012 saw a change to the senior management of CMS with the
replacement of the existing Chief Executive Officer and Chief Financial
Officer with Mr Alastair Dawson undertaking the dual role of CMS
Chief Executive Officer and CQUniversity Deputy Vice-Chancellor
(International and Services) and Mr David Turner performing the dual
role of CMS Chief Financial Officer and CQUniversity Chief Financial
Officer.